exv10w2






Exhibit 10.2




EXECUTION VERSION




LOAN AND SECURITY AGREEMENT




dated as of April 18, 2008




by and between




RESIDENTIAL FUNDING COMPANY, LLC,

as Borrower,




GMAC MORTGAGE, LLC

as Borrower,




and




GMAC LLC

as Lender




 









 








Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS
	 	 	1	 
	Section 1.01 Definitions; Construction
	 	 	1	 
	Section 1.02 Accounting Matters
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II LOANS, BORROWING, PREPAYMENT
	 	 	2	 
	Section 2.01 Loans
	 	 	2	 
	Section 2.02 Note
	 	 	2	 
	Section 2.03 Borrower Funding Requests
	 	 	2	 
	Section 2.04 Borrowing Base Reports
	 	 	3	 
	Section 2.05 Interest
	 	 	3	 
	Section 2.06 [Reserved]
	 	 	4	 
	Section 2.07 Alternate Rate of Interest
	 	 	4	 
	Section 2.08 Mandatory Repayment of Loans
	 	 	4	 
	Section 2.09 Optional Prepayment
	 	 	5	 
	Section 2.10 Reduction of Commitment Amount
	 	 	6	 
	Section 2.11 [Reserved]
	 	 	6	 
	Section 2.12 [Reserved]
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III PAYMENTS; COMPUTATIONS; TAXES; FEES
	 	 	6	 
	Section 3.01 Payments and Computations, Etc.
	 	 	6	 
	Section 3.02 Taxes
	 	 	6	 
	Section 3.03 Fees and Expenses
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV SECURITY INTEREST
	 	 	7	 
	Section 4.01 Security Interest
	 	 	7	 
	Section 4.02 Servicing Contracts
	 	 	7	 
	Section 4.03 Authorization of Financing Statements
	 	 	7	 
	Section 4.04 Lender’s Appointment as Attorney In Fact
	 	 	7	 
	Section 4.05 [Reserved]
	 	 	9	 
	Section 4.06 [Reserved]
	 	 	9	 
	Section 4.07 [Reserved]
	 	 	9	 
	Section 4.08 [Reserved]
	 	 	9	 
	Section 4.09 Release of Security Interest
	 	 	9	 
	 
	 	 	 	 
	ARTICLE V CONDITIONS PRECEDENT
	 	 	9	 
	Section 5.01 Conditions Precedent
	 	 	9	 
	Section 5.02 Further Conditions Precedent
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES
	 	 	10	 
	Section 6.01 Representations and Warranties of the Borrowers
	 	 	10	 
	Section 6.02 Representations Concerning the Collateral
	 	 	12	 






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	 	 	Page
	ARTICLE VII COVENANTS
	 	 	13	 
	Section 7.01 Affirmative Covenants of the Borrowers
	 	 	13	 
	Section 7.02 Negative Covenants of the Borrowers
	 	 	16	 
	Section 7.03 Notice of Certain Occurrences
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT
	 	 	18	 
	Section 8.01 Events of Default
	 	 	18	 
	Section 8.02 Remedies
	 	 	20	 
	Section 8.03 Collection Accounts; Application of Proceeds
	 	 	21	 
	 
	 	 	 	 
	ARTICLE IX ASSIGNMENT
	 	 	22	 
	Section 9.01 Restrictions on Assignments
	 	 	22	 
	Section 9.02 Evidence of Assignment; Endorsement on Notes
	 	 	22	 
	Section 9.03 Rights of Assignee
	 	 	22	 
	Section 9.04 [Reserved]
	 	 	22	 
	Section 9.05 [Reserved]
	 	 	22	 
	 
	 	 	 	 
	ARTICLE X INDEMNIFICATION
	 	 	23	 
	Section 10.01 Indemnities by the Borrowers
	 	 	23	 
	Section 10.02 General Provisions
	 	 	23	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	24	 
	Section 11.01 Amendments, Etc
	 	 	24	 
	Section 11.02 Notices, Etc
	 	 	24	 
	Section 11.03 No Waiver; Remedies
	 	 	24	 
	Section 11.04 Binding Effect; Assignability
	 	 	24	 
	Section 11.05 GOVERNING LAW; SUBMISSION TO JURISDICTION
	 	 	24	 
	Section 11.06 [Reserved]
	 	 	25	 
	Section 11.07 No Proceedings
	 	 	25	 
	Section 11.08 Entire Agreement
	 	 	25	 
	Section 11.09 Acknowledgement
	 	 	25	 
	Section 11.10 Captions and Cross References
	 	 	25	 
	Section 11.11 Execution in Counterparts
	 	 	26	 
	Section 11.12 Confidentiality
	 	 	26	 
	Section 11.13 Survival
	 	 	26	 






	 	 	 
	Schedules	 	 
	Schedule I

	 	Definitions
	Schedule II

	 	Servicing Contracts
	Schedule 5.01

	 	Conditions Precedent to the Effectiveness of this Agreement
	Schedule 5.02

	 	Conditions Precedent to each Loan






ii









 






	 	 	 
	 	 	 
	Schedule 7.01(j)

	 	GMAC LLC Required Investor Reports
	Schedule 11.02

	 	Notices






	 	 	 
	Exhibits	 	 
	Exhibit 2.02(a)

	 	Form of Note
	Exhibit 2.03

	 	Form of Borrower Funding Request
	Exhibit 2.04(a)

	 	Form of Borrowing Base Report
	Exhibit 2.04(b)

	 	Form of Borrowing Base Certificate
	Exhibit 2.08(a)

	 	Form of Repayment Notice
	Exhibit 2.08(b)

	 	Form of Prepayment Notice
	Exhibit 4.08

	 	Electronic File Information
	Exhibit 7.01

	 	Form of Compliance Certificate






iii









 





     This LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this
“Agreement”) dated as of April 18, 2008 is between Residential Funding Company, LLC, a
Delaware limited liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited
liability company (“GMAC Mortgage” and together with RFC, each a “Borrower” and
collectively, the “Borrowers”), and GMAC LLC, a Delaware limited liability company (the
“Lender”).



BACKGROUND




          The Borrowers and the Lender have entered into this Agreement for the purpose of providing the
Borrowers with revolving Loans which Loans are secured by the Eligible Servicing Rights and certain
other Additional Collateral.




     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
and intending to be legally bound, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING MATTERS




     Section 1.01 Definitions; Construction.



          (a) Capitalized terms used herein and not otherwise defined herein shall have the meanings
specified in Schedule I.




          (b) All terms used in Article 9 of the UCC, and not specifically defined herein, are used
herein as defined in such Article 9.




          (c) Unless otherwise stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word “from” means “from and including” and the words
“to” and “until” each means “to but excluding”.




          (d) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined.




          (e) Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.




          (f) The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same meaning and
effect as the word “shall”.




          (g) Unless the context requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (ii) any reference herein to any Person shall be construed to




1









 







include such
Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, and (v) the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.




     Section 1.02 Accounting Matters. Except as otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to financial matters
required to be delivered to the Lender hereunder shall be prepared in accordance with GAAP.



ARTICLE II




LOANS, BORROWING, PREPAYMENT




     Section 2.01 Loans. On the terms and subject to the conditions set forth in this Agreement, the Lender shall make
loans (each, a “Loan”) to the Borrowers from time to time. The Lender shall distribute the
proceeds of such Loan to the Borrowers no later than 1:00 p.m. (New York City time) on the related
Funding Date in accordance with Section 2.03.



     Section 2.02 Note



          (a) The Loans made by the Lender shall be evidenced by a promissory note executed by each
Borrower substantially in the form of Exhibit 2.02(a) hereto (the “Note”), dated
the date hereof, payable to the Lender in a principal amount equal to the amount of the Commitment
Amount as originally in effect and otherwise duly completed.




          (b) The date, amount, and interest rate of each Loan made by the Lender to the Borrowers, and
each payment made on account of the principal thereof, shall be recorded by the Lender on its books
and, prior to any transfer of the Note, noted by the Lender on the grid attached to the Note or any
continuation thereof; provided, that failure of the Lender to make any such recordation or
notation shall not effect the obligations of the Borrowers to make a payment when due of any amount
hereunder or under the Note in respect of the Loans.




     Section 2.03 Borrower Funding Requests.



          (a) Initial Borrower Funding Request. No later than the second Business Day preceding
the Initial Funding Date, the Borrowers will deliver to the Lender, in a format
(including electronic transfer) acceptable to the Lender, the Initial Electronic File. The
Borrowers will request the Lender to make a Loan on the Initial Funding Date by delivering to the
Lender an irrevocable Initial Borrower Funding Request no later than 11:00 a.m. (New York City
time) on the Initial Funding Date. The amount of the Loan requested pursuant to the Initial
Borrower Funding Request shall be (i) not greater than the related Available Loan Amount, and (ii)
not less than $100,000,000.




2









 








          (b) Subsequent Borrower Electronic Files and Funding Requests. On or prior to the
first Business Day prior to any Funding Date (if the related Funding Date is after the Monthly
Settlement Date) and in all events on the third Business Day of each calendar month, regardless of
whether the Borrowers intend to deliver a Funding Notice during such calendar month, the Borrowers
shall deliver to the Lender, a Subsequent Electronic File with respect to the Eligible Servicing
Rights. After the Initial Funding Date, the Borrowers may request the Lender to make a Loan on the
related Funding Date by delivering to the Lender an irrevocable Borrower Funding Request no later
than 11:00 a.m. (New York City time) one Business Day prior to such Funding Date. The amount of
any Loan requested pursuant to a Borrower Funding Request shall be not greater than the related
Available Loan Amount.




          (c) By delivering a Borrower Funding Request, the Borrowers represent and warrant to the
Lender that, after taking into account the amount of the requested Loan, all conditions precedent
to such Loan specified in Section 5.02 have been satisfied.




     Section 2.04 Borrowing Base Reports.



          (a) On or prior to the Initial Funding Date, the Borrowers shall deliver to the Lender the
Initial Borrowing Base Report and a Borrowing Base Certificate based on the information provided in
the Initial Electronic File.




          (b) After the Initial Funding Date, the Borrowers shall deliver an updated Borrowing Base
Report and Borrowing Base Certificate no less frequently than once per calendar month and no later
than the seventh Business Day following delivery of each Subsequent Electronic File in accordance
with Section 2.03. Each Borrowing Base Report and each Borrowing Base Certificate
delivered by the Borrowers shall be effective until such time as the Borrowers deliver a subsequent
Borrowing Base Report and Borrowing Base Certificate. For purposes of preparing each Borrowing
Base Report, the Borrower shall calculate the Collateral Value of the Eligible Servicing Rights and
the Additional Collateral described in the Relevant Electronic File in accordance with the
definition of Collateral Value provided in Schedule I.




     Section 2.05 Interest. Interest shall accrue on each Loan for each day during a related Interest Period at a per annum
rate equal to the product of (x) the outstanding principal balance of such Loan on such day,
multiplied by (y) the sum of (i) the applicable LIBOR Rate for such Interest Period and (ii) the
Applicable Margin. Interest shall be payable in arrears with respect to each Interest Period
through the final day of each Interest Period (regardless of whether such day is a Business Day),
such amount to be payable on the first Business Day following the end of such Interest Period.
The Lender shall determine the LIBOR Rate for each Loan prior to the beginning of each Interest
Period, as set forth in the definition of “LIBOR Rate.” The Lender shall also calculate the amount
of interest and, if applicable, any Breakage Costs or other amounts due to be paid by the Borrowers
from time to time hereunder (including in connection with any prepayment or repayment of Loans
permitted hereunder) and shall provide a written statement thereof to the Borrowers at least two
Business Days prior to the due date of such payments (or the relevant repayment or prepayment after
having received a notice thereof); provided, that failure to provide such statements on a
timely basis shall not relieve the Borrowers of the obligation to pay any interest and principal
due on the applicable payment date (based upon its good faith calculation of the amount due, such
amount to be promptly reconciled after



3









 




receipt of a subsequent statement from the Lender) and other
such amounts hereunder promptly upon receipt of such statement.




     Section 2.06 [Reserved].



     Section 2.07 Alternate Rate of Interest. If prior to the commencement of any Interest Period, the Lender determines (which determination
shall be conclusive absent manifest error) (a) that adequate and reasonable means do not exist for
ascertaining the LIBOR Rate for such Interest Period; or (b) that the LIBOR Rate for such Interest
Period will not adequately and fairly reflect the cost to the Lender of making or maintaining its
Loan; or (c) that it has become unlawful for it to honor its obligation to make or maintain Loans
hereunder using the LIBOR Rate, or maintaining its Loans (or its Loan) included in such advance for
such Interest Period, then the Lender shall give notice thereof to the Borrowers by telephone,
facsimile, or other electronic means as promptly as practicable thereafter and, until the Lender
notifies the Borrowers that the circumstances giving rise to such notice no longer exist, any
Borrower Funding Request that requests the continuation of any Loan will be made, subject to the
timely approval of the Borrowers after receipt of notice of such revised rate, at a rate per annum
that the Lender determines in it reasonable discretion adequately reflects the cost to the Lender
of making or maintaining the Loan for such Interest Period.



     Section 2.08 Mandatory Repayment of Loans.



          (a) The Borrowers shall repay the Outstanding Aggregate Loan Amount with respect to all Loans
and all other amounts due under this Agreement in full on the Loan Repayment Date. Loans may be
prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, may
be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all
conditions precedent contained in Section 5.02).




          (b) If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides
written notice to the Borrowers that the Lender has determined in its sole reasonable discretion
based on the Borrowing Base Report most recently delivered by the Borrowers pursuant to Section
2.04(b) that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i)
Borrowing Base and (ii) the
Commitment Amount on such day (such circumstance, a “Borrowing Base Deficiency”), the
Borrowers shall:





(A) within one (1) Business Day after the Borrowing Base Shortfall Day (i) repay
outstanding Loans, and/or (ii) pledge additional Eligible Servicing Rights, and/or
(iii) pledge Additional Collateral, in an amount equal to the lesser of (1)
$50,000,000 and (2) the amount of the Borrowing Base Deficiency specified in the
notice provided to the Borrowers by the Lender; and




(B) if the Borrowing Base Deficiency specified in such notice is in excess of
$50,000,000, within three (3) Business Days after the Borrowing Base Shortfall Day,
(i) prepay outstanding Loans, and/or (ii) pledge additional Eligible Servicing
Rights, and/or (iii) pledge Additional Collateral, in an aggregate amount equal to
the remaining Borrowing Base Deficiency; provided, that the amount required
to be paid by the Borrowers pursuant to this clause (B) shall be reduced by an



4









 






increase in the Borrowing Base as reflected in any Borrowing Base Report delivered
by the Borrowers to the Lender on or prior to such third Business Day over the
Borrowing Base reflected in the Borrowing Base Report initially relied upon to
determine such Borrowing Base Deficiency. The Borrowers shall deliver to the Lender
such updated Borrowing Base Report promptly upon the Borrowers’ delivery to the
Lender of evidence reasonably sufficient to support a conclusion that such
previously delivered Borrowing Base Report does not accurately reflect the
Collateral Value of the Eligible Servicing Rights and the Additional Collateral. If
on any Business Day subsequent to a Borrowing Base Shortfall Day there shall be a
Borrowing Base Deficiency in excess of the Borrowing Base Deficiency as of the
original Borrowing Base Shortfall Day, the provisions of this Section
2.08(b) shall be applicable to such Borrowing Base Deficiency, but only to the
extent of the excess of such Borrowing Base Deficiency on such subsequent Business
Day over and above the Borrowing Base Deficiency as of the original Borrowing Base
Shortfall Day.



          (c) The Borrowers shall deliver a Repayment Notice with respect to each repayment of
outstanding Loan amounts made pursuant to Section 2.08(b) by 10:00 a.m. (New York time) on
the first Business Day following the related Borrowing Base Shortfall Day.




          (d) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers shall
not be required to pay any Breakage Costs incurred by the Lender in connection with a mandatory
repayment pursuant to this Section 2.08.




     Section 2.09 Optional Prepayment. The Borrowers may, at their option, prepay any Loan advanced hereunder in full or in part (as
well as all interest accrued and unpaid thereon through the end of the related Interest Period) on
the last Business Day of any Interest Period related thereto (each an “Optional Prepayment
Date”); provided, that the Borrowers deliver a Prepayment Notice to the Lender, no
later than 1:00 p.m. New York City time on a Business Day that is at least two (2) Business Days
preceding the Optional Prepayment Date. Any partial prepayment shall be in
a minimum principal amount of not less than $10,000,000 and in increments of $1,000,000. Any such
prepayment shall be paid over to the Lender by the Borrowers by 1:00 p.m. (New York City time) on
such Optional Prepayment Date, and shall be in amount equal to the sum of (i) the Loan amount being
prepaid on the date of such prepayment, plus (ii) all accrued and unpaid interest on such
Loan being prepaid as of the date of such prepayment, plus (iii) the allocable portion
(determined by the Lender in its sole reasonable discretion) of all other amounts due from the
Borrowers hereunder. The Borrowers may make a partial or full prepayment on any date other than an
Optional Prepayment Date provided that the Borrowers make a timely delivery of a Prepayment Notice,
and in addition to the amount required under items (i), (ii), and (iii) above, the Borrowers must
pay, without duplication, (a) all Breakage Costs, if any, actually incurred by the Lender and
resulting from such prepayment and (b) all interest on such Loan being prepaid through the end of
the Interest Period following the prepayment. In the absence of a timely delivered Prepayment
Notice, the Lender shall automatically and without further action by the Borrowers continue each
Loan at the termination of each Interest Period for a successive Interest Period beginning on the
day immediately following the final day of the immediately preceding Interest Period.



5









 





     Section 2.10 Reduction of Commitment Amount. The Borrowers may elect, by notice in writing to the Lender, to reduce the Commitment Amount to
such lower amount as the Borrowers shall specify in such notice; provided, that such amount shall
not be lower than the Outstanding Aggregate Loan Amount on the date such reduction is to take
effect; Such reduction in the Commitment Amount shall take effect on and from the date specified in
such notice (the “Commitment Reduction Date”, which definition shall include the date on
which the Commitment Amount is reduced by the Lender pursuant to this Section 2.10), which date
shall be no earlier than three (3) Business Days from the date of actual receipt of such notice by
the Lender.



     Section 2.11 [Reserved]



     Section 2.12 [Reserved]



ARTICLE III




PAYMENTS; COMPUTATIONS; TAXES; FEES




     Section 3.01 Payments and Computations, Etc. 



          (a) Unless otherwise expressly stated herein, all amounts to be paid or deposited hereunder
shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. (New York
time) on the day when due in lawful money of the United States of America in same day funds.




          (b) The Borrowers shall, to the extent permitted by law, pay interest on all amounts
(including principal, interest and fees) due but not paid on the date such payment is due hereunder
as provided herein, for the period from, and including, such due date until, but excluding, the
date paid, at the applicable Default Rate, payable on demand; provided, however
that such interest rate shall not at any time exceed the maximum rate permitted by applicable law.




          (c) All computations of interest and fees hereunder shall be made on the basis of a year of
360 days for the actual number of days elapsed (including the first day but excluding the last day)
occurring in the period for which payable.




          (d) Each Borrower agrees that the principal of and interest on the Loans shall be recourse
obligations of such Borrower.




          (e) All payments made by the Borrowers under this Agreement shall be made without set-off or
counterclaim.




     Section 3.02 Taxes. All payments by the Borrowers of principal of, and interest on, the Loans and all other
amounts payable hereunder (including fees) shall be made free and clear of and without deduction
for any present or future income, excise, stamp or franchise taxes and other taxes, fees, levies,
imports, deductions, duties, withholdings or other charges of any nature whatsoever imposed by any
taxing authority, but excluding, (i) taxes imposed on or measured by the overall net income,
overall receipts or overall assets of the Lender and (ii) franchise taxes imposed on the Lender by
the United States of America or the jurisdiction of the Lender, as the



6









 







case may be, in which it is
organized or is operating or is otherwise subject to tax as a result of any connection unrelated to
this Agreement or any political subdivision thereof, or any political subdivision thereof. The
Lender shall, prior to the initial due date of any payments made to the Lender hereunder, execute
and deliver to the Borrowers a duly completed U.S. Internal Revenue Service Form W-9 or successor
applicable or required forms and such other forms and information as may be required to confirm the
availability of any applicable exemption from United States federal, state or local withholding
taxes.



     Section 3.03 Fees and Expenses



          (a) The Borrowers agree to pay to the Lender all costs and expenses (including reasonable fees
and expenses of Lender’s counsel) incurred in connection with the execution of this Agreement (and
any amendments thereto) and the Facility Documents.




ARTICLE IV




SECURITY INTEREST




     Section 4.01 Security Interest. As security for the prompt payment and performance of all of its obligations hereunder, under
the Note and under the other Facility Documents (collectively, the “Secured Obligations”),
each Borrower hereby assigns and pledges to the Lender, and grants a security interest to the
Lender, all of such Borrower’s right, title and interest, in, to, and under, whether now owned or
hereafter acquired, in all of the following, whether now or hereafter existing and wherever
located: (i) the Servicing Rights whether or not yet accrued, earned, due or payable as well as all
other present and future rights and interests of such Borrower in such Servicing Rights, (ii) the
Collection
Accounts, (iii) the Servicing Contracts and all rights and claims thereunder, (iv) all books and
records, including computer disks and other records, related to the foregoing (but excluding
computer programs), (v) any Additional Collateral pledged from time to time pursuant to Section
2.08(b), and (vi) all monies due or to become due with respect to the foregoing and all
proceeds of the foregoing, but with respect to (i)-(v) above specifically excluding the Excluded
Collateral (collectively, the “Collateral”).



     Section 4.02 Servicing Contracts. The Borrowers may, from time to time, at any time, amend, modify or replace Schedule II
hereto with the prior written consent of the Lender, which consent shall not be unreasonably
withheld.



     Section 4.03 Authorization of Financing Statements. To the extent permitted by applicable law, each Borrower hereby authorizes the Lender to file
any financing or continuation statements required to perfect, protect, or more fully evidence the
Lender’s security interest in the Collateral granted hereunder. The Lender will notify the
Borrower of any such filing (but the failure to deliver such notice shall not prejudice any rights
of the Lender under this Section 4.03).



     Section 4.04 Lender’s Appointment as Attorney In Fact.



          (a) Each Borrower hereby irrevocably constitutes and appoints the Lender and any officer or
agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Borrower and in the name of such
Borrower or in its own name, from time to time in the Lender’s discretion, if an



7









 






Event of Default,
shall have occurred and be continuing, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement to the extent such
actions are permitted to be taken by the Lender under the Servicing Contracts, and, without
limiting the generality of the foregoing, each Borrower hereby gives the Lender the power and
right, on behalf of such Borrower, without assent by, but with notice to, such Borrower, if an
Event of Default shall have occurred and be continuing, to do the following (subject to limitations
contained in the Servicing Contracts):




               (i) in the name of such Borrower or its own name, or otherwise, to take possession of and
endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of
moneys due under any mortgage insurance or with respect to any other Collateral and to file any
claim or to take any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Lender for the purpose of collecting any and all such moneys due under any such
mortgage insurance or with respect to any other Collateral whenever payable;



               (ii) (A) to direct any party liable for any payment under any Collateral to make payment of
any and all moneys due or to become due thereunder directly to the Lender
or as the Lender shall direct; (B) to ask or demand for, collect, receive payment of and
receipt for, any and all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments,
verifications, notices and other documents in connection with any of the Collateral; (D) to
commence and prosecute any suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right
in respect of any Collateral; (E) above and, in connection therewith, to give such discharges or
releases as the Lender may deem appropriate; and (G) generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral as fully and completely
as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s
option and the Borrowers’ expense, at any time, or from time to time, all acts and things which the
Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens
thereon and to effect the intent of this Agreement, all as fully and effectively as such Borrower
might do; and



               (iii) perform or cause to be performed, such Borrower’s obligations under any Servicing
Contract to the extent permitted by the related Servicing Contracts.


Each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by
virtue hereof. The power of attorney is a power coupled with an interest and shall be irrevocable.




          (b) Each Borrower also authorizes the Lender, at any time and from time to time, to execute,
in connection with the sale provided for in Section 8.02(c) hereof, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the Collateral;
provided that the exercise of such powers are in accordance with the Servicing Contracts.




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          (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the
Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender
shall be accountable only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Lender nor any of its officers, directors, or employees shall be
responsible to either Borrower for any act or failure to act hereunder, except for its own
negligence or willful misconduct; provided that the Lender shall exercise such powers only
in accordance with the Servicing Contracts.




     Section 4.05 [Reserved].



     Section 4.06 [Reserved].


     Section 4.07 [Reserved].


     Section 4.08 [Reserved].


     Section 4.09 Release of Security Interest. Upon termination of this Agreement and repayment to the Lender of all Obligations and the
performance of all obligations under the Facility Documents, the Lender shall release its security
interest in any remaining Collateral; provided that if any payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of either Borrower, or upon or
as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar
officer for either Borrower or any substantial part of its Property, or otherwise, this Agreement,
all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated,
until such payments have been made.



ARTICLE V




CONDITIONS PRECEDENT




     Section 5.01 Conditions Precedent. The effectiveness of this Agreement is subject to the condition precedent that the Lender shall
have received each of the items set forth in Schedule 5.01 (unless otherwise indicated)
dated such date, and in such form and substance, as is satisfactory to the Lender.



     Section 5.02 Further Conditions Precedent. The funding of each Loan hereunder, and the automatic continuation of each Loan after the
termination of the immediately preceding Interest Period related to any Loan, shall in all events
be subject to satisfaction of the further conditions precedent set forth in Schedule 5.02
as of the making of such Loan; provided, that with respect to the automatic continuation of
each Loan after the termination of the immediately preceding Interest Period related to any Loan in
accordance with Section 2.09 of this Agreement, only the conditions precedent set forth in
paragraphs (b) through (f) inclusive of Schedule 5.02 shall be required to be satisfied.



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ARTICLE VI




REPRESENTATIONS AND WARRANTIES




     Section 6.01 Representations and Warranties of the Borrowers. Each Borrower represents and warrants to the Lender that throughout the term of this Agreement:



          (a) Organization and Good Standing. It has been duly organized and is validly
existing and in good standing under the laws of its jurisdiction of organization, and has all
requisite corporate power and authority to own its properties and to conduct its business as such
properties are presently owned and such business is presently conducted, and had at all relevant
times, and it now has, all necessary power, authority and legal right to own the Collateral.




          (b) Due Qualification. It is duly qualified to do business, and has obtained all
necessary material licenses and approvals, in all jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification, licenses or approvals.




          (c) Power and Authority; Due Authorization. It (i) has all necessary power and
authority and legal right to (A) execute and deliver each of the Facility Documents to be executed
and delivered by it in connection herewith, (B) carry out the terms of the Facility Documents to
which it is a party, and (C) borrow the Loans and grant a security interest in the Collateral on
the terms and conditions herein provided, and (ii) has taken all necessary corporate action to duly
authorize (A) such borrowing and grant and (B) the execution, delivery, and performance of this
Agreement and all of the Facility Documents to which it is a party.




          (d) Binding Obligations. Each Facility Document to which it is a party, when duly
executed and delivered by it will constitute, its legal, valid and binding obligations enforceable
against it in accordance with its respective terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.




          (e) No Violation. Except for those consents required in connection with the Lender
exercising its rights under Section 8.02 hereof, neither the execution and delivery of the
Facility Documents to nor the consummation of the transactions contemplated hereby and thereby will
not conflict with, result in any breach of any of the terms and provisions of, or constitute (with
or without notice, lapse of time or both) a default under its organizational documents, or any
material indenture, loan agreement, mortgage, deed of trust, or other material agreement or
instrument to which it is a party or by which it is otherwise bound, or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, loan
agreement, mortgage, deed of trust, or other agreement or instrument, other than this Agreement, or
violate any Legal Requirement applicable to it of any Governmental Authority having jurisdiction
over it or any of its properties if such violation, individually, or in the aggregate, is
reasonably likely to have a Material Adverse Effect.





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          (f) No Proceedings. There are no proceedings or investigations pending, or to the
best of its knowledge threatened in writing, against it before any court, regulatory body,
administrative agency, or other tribunal or governmental instrumentality (i) asserting the
invalidity of any Facility Document, (ii) seeking to prevent the consummation of any of the
transactions contemplated by any Facility Document, or (iii) seeking any determination or ruling
that could reasonably be expected to have a Material Adverse Effect.




          (g) Government and Investor Approvals. No authorization, consent, approval, or other
action by, and no notice to or filing with, any court, governmental authority or regulatory body or
other Person domestic or foreign is required for its due execution, delivery or performance of any
Facility Document to which it is a party except for (i) consents that have been obtained in
connection with transactions contemplated by the Facility Documents, (ii) filings to perfect the
security interest created by this Agreement, (iii) consents and approvals that may be required by
any Investor from time to time after the Closing Date, and (iv) authorizations, consents,
approvals, filings, notices, or other actions the failure to make could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.




          (h) Solvent: Fraudulent Conveyance. It is solvent and will not be rendered insolvent
by any Loan and, after giving effect to such Loan, it will not be left with an
unreasonably small amount of capital with which to engage in its business. It does not intend
to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they
mature. It is not contemplating the commencement of insolvency, bankruptcy, liquidation or
consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or
similar official in respect of it or any of their assets. The amount of consideration being
received by it upon the pledge of the Collateral to Lender constitutes reasonably equivalent value
and fair consideration for such Collateral. It is not pledging any Collateral with any intent to
hinder, delay, or defraud any of its creditors.




          (i) Margin Regulations. Margin Stock (as defined in the regulations of the Board),
constitutes less than 25% of the value of those assets of it that are subject to any limitation on
sale, pledge, or other restriction hereunder.




          (j) Accurate Reports. No written information, exhibit, financial statement, document,
book, record, or report furnished or to be furnished by it to the Lender in connection with this
Agreement was inaccurate in any material respect as of the date it was dated or (except as
otherwise disclosed in writing to the Lender at such time) as of the date so furnished, or
contained any material misstatement of fact or omitted to state a material fact or any fact
necessary to make the statements contained therein, in light of the circumstances under which they
were made, not misleading.




          (k) No Default. No Default has occurred and is continuing.




          (l) Investment Company Act. Neither it nor any of its Subsidiaries is an “investment
company” or a company “controlled” by an “investment company” as defined in, or subject to
regulation under, the Investment Company Act.




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          (m) Taxes. It has filed all material United States federal tax returns and all other
material returns that are required to be filed, and have paid all material taxes due pursuant to
said returns or pursuant to any assessment received by it, except such taxes, if any, as are being
contested in good faith by appropriate proceedings and as to which adequate reserves have been
provided in accordance with GAAP.




          (n) [Reserved].




          (o) Financial Statements. its audited consolidated financial statements dated as of
December 31, 2007 comprised of the consolidated statements of income or operations, balance sheet
and cash flows for the preceding 12 month period were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein, subject
to ordinary, good faith year end audit adjustments; and fairly present its financial condition, as
of the date thereof and results of operations for the period covered thereby. As of the date of
this Agreement, since December 31, 2007, other than the information previously disclosed by the
Borrowers and ResCap to the Lender prior to the date hereof, there has been no change in such
financial condition or results of operation that is reasonably likely to have a Material Adverse
Effect. Except as discussed in the financial statements, it is not subject to any contingent
liabilities or commitments that, individually, or in the aggregate, has or is reasonably likely to
have a Material Adverse Effect.




          (p) Chief Executive Office. RFC’s chief executive office is located at One Meridian
Crossings, Suite 100, Minneapolis, MN 55423. GMAC Mortgage’s chief executive office is located at
1100 Virginia Drive, Fort Washington, PA 19034.




          (q) Location of Books and Records. The location where it accesses its books and
records, including all electronic files and records relating to the Collateral is its chief
executive office.




          (r) [Reserved].




     Section 6.02 Representations Concerning the Collateral. Each Borrower represents and warrants to the Lender that throughout the term of this Agreement:



          (a) It has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person,
and immediately prior to the pledge of any such Collateral, it was the sole owner of such
Collateral and had good and marketable title thereto, free and clear of all Liens, in each case
except for Liens to be released simultaneously with the Liens granted in favor of the Lender
hereunder and no Person, other than the Lender has any Lien on any Collateral.



          (b) The provisions of this Agreement are effective to create in favor of the Lender a valid
security interest in all right, title, and interest of it in, to and under the Collateral.



          (c) All Recourse Servicing Obligations have been identified as such in a schedule attached to
the Electronic File most recently delivered to the Lender. All information concerning all
Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are
or will be (as applicable) pledged to the Lender was, is and shall be true and complete in all
material respects as of the date of such Electronic File.



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     (d) From and after (a) delivery to the Lender of a Electronic File listing (i) the individual
Mortgage Loans owned by each Investor and (ii) the pools of Mortgage Loans backing MBS, that are to
be serviced by it pursuant to the Servicing Rights that are being pledged to the Lender and (b) the
funding of part or all of the related Borrower Request, the Lender has or will have a duly
perfected first priority security interest, in those Servicing Rights listed.



     (e) Upon the filing of a financing statement in the office of the Secretary of State of the
State of Delaware that reasonably describes the Servicing Rights generally and otherwise complies
with the legal requirements for the form and content of a financing statement under the UCC the
Lender will have a duly perfected first priority security interest under the UCC in all of its
right, title, and interest in, to and under such Servicing Rights, which can be perfected by filing
under the UCC.



     (f) Subject only to the terms of the related Servicing Contracts, it has and will continue to
have the full right, power and authority, to pledge the Servicing Rights, and the pledge of such
Servicing Rights may be further assigned without any requirement, except as may be specified in the
related Servicing Contracts.



ARTICLE VII




COVENANTS




     Section 7.01 Affirmative Covenants of the Borrowers. Each Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and
until all Obligations have been paid in full:



          (a) Compliance with Laws, Etc. It will comply in all material respects with all
applicable Requirements of Law.




          (b) Performance and Compliance with Agreements. It will comply with all provisions,
covenants and other promises required to be observed by it under each of the Facility Documents to
which it is a party.




          (c) Taxes. It will pay and discharge promptly when due all material taxes and
governmental charges imposed upon it or upon its income or profits or in respect of its property,
in each case before the same shall become delinquent or in default and before penalties accrue
thereon, unless and to the extent the same are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves shall, to the extent required by GAAP, have
been set aside.




          (d) Due Diligence. It acknowledges that the Lender, at the Lender’s own expense
except as set forth as provided herein, has the right to perform continuing due diligence reviews
with respect to the Servicing Rights and the other Collateral, for purposes of verifying compliance
with the representations, warranties, and specifications made hereunder and under the other
Facility Documents, or otherwise. It agrees that the Lender and its Authorized Representatives
will be permitted during normal business hours to examine, inspect, make copies of, and make
extracts of, any and all documents, records, agreements, instruments or information




13









 







relating to the
Collateral in its possession. Notwithstanding anything to the contrary herein, it shall reimburse
the Lender for any and all out-of-pocket costs and expenses reasonably incurred by the Lender and
its respective designees in connection with the ongoing due diligence and auditing activities
during any period in which an Event of Default has occurred and is continuing.




          (e) Changes in Servicing Contracts. It shall provide written notice to the Lender of
any changes in any Servicing Contracts that may materially affect the Eligible Servicing Rights
within three (3) Business Days after it receives notice thereof.




          (f) Legal existence, etc. It shall (i) preserve and maintain its legal existence and
all of its material rights, privileges, licenses and franchises; and (ii) keep adequate records and
books of account, in which complete entries will be made in accordance with GAAP consistently
applied.




          (g) [Reserved].




          (h) [Reserved].




          (i) Financial Statements. It shall deliver each of the following to the Lender:




               (i) as soon as available, but not later than forty-five (45) calendar days after the end of
each fiscal quarter ending on March 31, June 30 and September 30, its and its consolidated
Subsidiaries’ unaudited consolidated balance sheet as at the end of such fiscal quarter and the
related consolidated statements of income and operations for such quarter and the portion of the
fiscal year through the end of such quarter, setting forth in each case in comparative form the
figures for the corresponding quarters of the previous year, and certified by a Responsible Officer
as fairly presenting, in accordance with GAAP, consistently applied, as at the end of, and for such
period, its and its consolidated Subsidiaries’ financial position and the results of its and its
consolidated Subsidiaries’ operations;



               (ii) as soon as available, but not later than ninety (90) days after the end of each fiscal
year (including fiscal 2007) its and its consolidated Subsidiaries’ audited consolidated balance
sheet as at the end of such fiscal year and its and its consolidated Subsidiaries’ related
consolidated statements of income and cash flows for such fiscal year, and accompanied by the
opinion of an independent certified public accountant of recognized national standing, which report
shall state that such consolidated financial statements present fairly its and its consolidated
Subsidiaries’ the financial position for the periods indicated in conformity with GAAP applied on a
basis consistent with prior years. Such opinion shall not be qualified or limited because of a
restricted or limited examination by the independent auditor of any material portion of its books
and records and shall have no “going concern” qualification; and



               (iii) concurrently with the delivery of the financial statements referred to in Subsections
7.01(i)(i) and (ii), the applicable Compliance Certificate executed by a
Responsible Officer.



          (j) Required Reports; Additional Information. It will at the times specified in
Schedule 7.01(j), attached hereto, deliver to the Lender the reports identified in such
schedule, and promptly furnish to the Lender all notices of all final written audits, examinations,




14









 







evaluations, reviews and reports of its origination and servicing operations by any state mortgage
banking licensing agency or instrumentality (including those prepared on a contract basis for any
such agency) in which there are material adverse findings, including without limitation notices of
termination or impairment of approved status, and notices of probation, suspension, or
non-renewals, and such other information, documents, records or reports with respect to the
Collateral or the conditions or its operations, financial or otherwise, as the Lender may from time
to time reasonably request.




          (k) [Reserved].




          (l) Quality Control. It shall conduct quality control reviews of its servicing
operations in accordance with industry standards and Investor requirements. It shall report to
Lender quality control findings as such reports are produced and upon reasonable request by Lender.




          (m) Special Affirmative Covenants Concerning Servicing Rights.




               (i) It will warrant and will forever defend the right, title and interest of the Lender in and
to the Servicing Rights pledged to the Lender against the claims and demands of all Persons
whomsoever, subject to the restrictions imposed by the Servicing Contracts to the extent that such
restrictions are valid and enforceable under the applicable UCC and other Requirements of Law.



               (ii) It shall preserve the security interests granted hereunder and upon request by the Lender
undertake all actions which are necessary or appropriate, in the reasonable judgment of the Lender,
to (i) maintain the Lender’s security interest (including the priority thereof) in the Collateral
in full force and effect at all times (including upon a change of control with respect to it), and
(ii) preserve and protect the Collateral and protect and enforce the rights of the Lender to the
Collateral, including the making or delivery of all filings and recordings (of financing or
continuation statements), or amendments thereto or assignments thereof, and such other instruments
or notices, as may be necessary or appropriate, cause to be marked conspicuously its master data
processing records with a legend, acceptable to the Lender, evidencing that such security interest
has been granted in accordance with this Agreement.



               (iii) It shall diligently fulfill its duties and obligations under the Servicing Contracts and
shall not be declared by any Investor to be in default; provided that it shall not be a
breach of this covenant if: (a) any Investor shall terminate its rights under any Servicing
Contract, it shall repay (without duplication of payment) to the Lender an amount equal to the
excess of the sum of the Loans then outstanding over the sum of the Borrowing Base of all the
Servicing Rights then pledged to the Lender within the time periods set forth in Section
2.08(b) or (b) any such Servicing Contract expires in accordance with its terms and without
renewal or (c) a default declared by any Investor in respect of a Servicing Contract arose from a
failure of the portfolio of serviced Mortgage Loans to perform as required by the related Servicing
Contract and such MBS Trustee has elected in writing to continue to use it as servicer of both that
and other pools of Mortgage Loans and individual Mortgage Loans and has not rescinded or revoked
such election.



15









 





          (n) Insurance. It shall maintain errors and omissions insurance and fidelity bond
coverage in such amounts acceptable to the MBS Trustee and shall also maintain such other insurance
with financially sound and reputable insurance companies, and with respect to property and risks of
a character usually maintained by entities engaged in the same or similar business similarly
situated, against loss, damage and liability of the kinds and in the amounts customarily maintained
by such entities.




          (o) Use of Proceeds. It shall use the proceeds of the Loans for general corporate
purposes.




          (p) Sale of Collateral. It shall provide the Lender with three (3) Business Days’
prior written notice of material sales of any Collateral and the proceeds thereof shall be applied,
to the extent that there exists, or such sale results in, a failure to satisfy any Borrowing Base
Deficiency, until such Borrowing Base Deficiency is cured.




          (q) Consents to Servicing Agreements. With respect to each Servicing Contract, it
shall use its reasonable best efforts to obtain from the relevant MBS Trustee, Investors and, if
applicable, any bond insurers, a consent to the assignment of the MSRs arising thereunder by the
Lender to a third party purchaser upon exercise of its rights in accordance with Section
8.02(b). The consents must be acceptable to the Lender in its sole and absolute discretion.




          (r) On or before May 17, 2008, the Borrowers will provide the Lender with UCC and other
customary judgment and tax lien searches performed against each Borrower in all relevant
jurisdictions (“Search Results”) and the Borrower will use its commercially best efforts to
file, or cause to be filed, any UCC-3 Financing Statements required to terminate or amend any
Search Results that the Lender, in its reasonable opinion, deems adverse to its security interest
in any part of the Collateral.




     Section 7.02 Negative Covenants of the Borrowers. Each Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and
until all Obligations have been paid in full, it shall not:



          (a) Other than in accordance with Section 7.02(c), take any action that would directly
or indirectly materially impair or materially adversely affect its title to, or the value of, the
Eligible Servicing Rights;




          (b) create, incur or permit to exist any lien, encumbrance or security interest in or on the
Collateral except (i) the security interest granted hereunder in favor of the Lender or (ii) the
rights of the Investors under the Servicing Contracts, or assign any right to receive income in
respect thereof except as permitted in Section 7.02(c);




          (c) sell or otherwise dispose of any Collateral (other than sales or dispositions of Servicing
Rights (i) resulting from the payoff of the related Mortgage Loans or the repurchase of the related
Mortgage Loans by the it, (ii) as required by relevant Servicing Contracts or (iii) in the ordinary
course of its servicing business) except as expressly permitted by this Agreement;




16









 








          (d) engage in any line or lines of business activity other than the businesses in
substantially the same fields of enterprise are presently conducted by it;




          (e) (i) amend, modify or waive any term or condition of any Facility Document, (ii) consent to
any amendment, modification or waiver of any term or condition of any Facility Document, without
the prior written consent of the Lender, which consent shall not be unreasonably withheld;
provided that if the amendment of a Servicing Contract is done unilaterally by the related
Investor, the prior written consent of the Lender is not required;




          (f) change the state of its organization unless it shall have given the Lender at least 30
days’ prior written notice thereof and unless, prior to any such change, it shall have filed, or
caused to be filed, such financing statements or amendments as the Lender determines may be
reasonably necessary to continue the perfection of the Lender’s interest in the Collateral;




          (g) appoint any subservicers with respect to any Servicing Rights pledged to the Lender
pursuant to this Agreement; and




          (h) take and has not taken any action that would directly or indirectly materially impair or
materially adversely affect its title to, or the value, of the Eligible Servicing rights or
materially increase its duties, responsibilities or obligations.




     Section 7.03 Notice of Certain Occurrences. Each Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and
until all Obligations have been paid in full:



          (a) Defaults. As soon as possible, but in any event within one Business Day, after
the occurrence of its knowledge of any Default, it shall furnish to the Lender a written statement
of a Responsible Officer setting forth details of such Default and the action that it proposes to
take with respect thereto;




          (b) Litigation. As soon as possible, but in any event within three (3) Business Days,
after its knowledge thereof, it shall furnish to the Lender notice of any material action, suit or
proceeding instituted by or against it, any of its Subsidiaries in any federal or state court or
before any commission, regulatory body or Governmental Authority;




          (c) Material Adverse Effect. Upon it becoming aware of any default related to any
Collateral, any Material Adverse Effect and any event or change in circumstances which should
reasonably be expected to have a Material Adverse Effect;




          (d) Change of Control. It shall furnish the Lender notice of any Change of Control
upon the occurrence of such event;




          (e) [Reserved].




          (f) Servicing Contract Transfer. The transfer, expiration without renewal,
termination or other loss of all or any part of any servicing contract to which Fannie Mae or
Freddie Mac is a party (or the termination or replacement of it thereunder), the reason for such
transfer, loss or replacement, if known to it and the effects that such transfer, loss or
replacement




17









 







will have (or will likely have) on the prospects for full and timely collection of all
amounts owing to it under or in respect of the Borrower’s servicing contract;




          (g) [Reserved].




          (h) Investor Notices. Copies of all notices it receives from Fannie Mae or Freddie
Mac that materially affect the Eligible Servicing Rights and any demand by Fannie Mae or Freddie
Mac for the repurchase of or indemnification with respect to a mortgage loan and the reason for
such repurchase or indemnification within three (3) Business Days after it receives notice thereof;
and




          (i) Other. Promptly, from time to time, it will furnish to the Lender such other
information, documents, records or reports with respect to the Collateral or its corporate
affairs, conditions or operations, financial or otherwise, as the Lender may from time to time
reasonably request.




ARTICLE VIII




EVENTS OF DEFAULT




     Section 8.01 Events of Default. The following events shall be “Events of Default”:



          (a) The Borrowers shall fail to make any payment or deposit to be made by them hereunder when
due (whether at stated maturity, upon acceleration, or at mandatory prepayments);




          (b) Any representation or warranty made or deemed to be made by a Borrower (or any of such
Borrower’s officers) under or in connection with this Agreement (other than Section
6.02(c)), any other Facility Document or any written information, certificate, or report
delivered pursuant hereto shall prove to have been false or incorrect in any material respect when
made or repeated or deemed to have been made or repeated, and, if capable of being cured, such
breach is not remedied for the period required to remedy such default as quickly as reasonably
possible but in no event for a period in excess of 30 days after the earlier of (i) a Responsible
Officer of such Borrower having actual knowledge thereof and (ii) written notice of such default
from the Lender;




          (c) A Borrower (x) shall fail to comply with the requirements of Section 7.01(f),
Section 7.02, or Section 7.03 hereof and such default continues unremedied for a
period of one (1) Business Day after the earlier of (i) a Responsible Officer of such Borrower
having actual knowledge thereof and (ii) written notice of such default from the Lender, or (y)
shall fail to perform or observe in any material respect any term, covenant or agreement contained
in this Agreement or any other Facility Document (other than with respect to the making of any
payment or other breach under this Article 8 or as set forth in clause (x) of this Section
8.01(c)) on its part to be performed or observed and any such failure shall remain unremedied
for the period required to remedy such default as quickly as reasonably possible but in no event
for a period in excess of 30 days, other than for a failure to comply with Section 7.01(d)
which shall not exceed 10 Business Days, after the earlier of (i) a Responsible Officer of such
Borrower having actual knowledge thereof and (ii) written notice of such default from the Lender;




18









 








          (d) An Event of Bankruptcy shall have occurred with respect to a Borrower;




          (e) [Reserved];




          (f) If at any time, (i) a servicer rating of at least “RPS3” with respect to Fitch is not
assigned to ResCap, or (ii) (A) a master servicer rating of at least “Average” with respect to S&P
and “SQ3” with respect to Moody’s is not assigned to RFC, and (B) a servicer rating of at least
“Average” with respect to S&P is not assigned to GMAC Mortgage;




          (g) [Reserved];




          (h) [Reserved];




          (i) [Reserved];




          (j) The failure of ResCap to maintain a net worth that complies with the minimum consolidated
tangible net worth covenant or any other financial covenant contained in the 364-Day Agreement, as
subsequently amended or replaced;




          (k) Any payment of Indebtedness of ResCap in excess of $50,000,000, individually or in the
aggregate, is (i) not paid when due or within any applicable cure period set forth in any agreement
or instrument relating to such indebtedness or (ii) declared due and payable, before its normal or
agreed maturity by reason of default (however described);




          (l) The failure by either Borrower to pay one or more final judgments for the payment of money
aggregating in excess of $10,000,000 rendered against such Borrower which are not, within 30 days
after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30
days after the expiration of such stay;




          (m) (1) The failure of either Borrower to be an approved servicer under any Servicing Contract
with respect to which any Eligible Servicing Rights pledged under this Agreement relate, (2) either
Borrower fails to service in accordance with any Servicing Contract and the Lender determines in
its good faith discretion that such failure may have a Material Adverse Effect, (3) either Borrower
is terminated as servicer with respect to any Eligible Servicing Rights (except if the provisions
of Section 7.01(m)(iii)(a)-(c) are met), or (4) receipt by either Borrower of a notice from
any MBS Trustee indicating material breach, default or material non-compliance by such Borrower
which the Lender reasonably determines may entitle such MBS Trustee to terminate such Borrower,
which notice has not been rescinded or nullified within five (5) Business Days of its receipt by
such Borrower or such lesser time as Lender believes is necessary to protect its interest and
provides such Borrower with written notice thereof, as the case may be;




          (n) Any “event of default” or any other default which permits a demand for, or requires, the
early repayment of obligations due by ResCap, in either case which remains after the expiration of
any applicable grace period under such agreement, and relating to the Indebtedness of ResCap, as
applicable which Indebtedness is in an amount individually or in the aggregate greater than
$50,000,000;




19









 








          (o) Any event or change in circumstances that could reasonably be expected to have a Material
Adverse Effect on either Borrower’s mortgage servicing business, financial condition or operations;




          (p) The Lender does not, or ceases to, have a first priority perfected security interest in
the Collateral or any material part thereof, other than as a result of a release of such security
interest by the Lender and such default continues unremedied for a period of one (1) Business Day
after the earlier of (i) a Responsible Officer of either Borrower having actual knowledge thereof
and (ii) written notice of such default from the Lender;




          (q) A Change of Control shall occur with respect to either Borrower, without the prior written
consent of Lender, which consent shall not be unreasonably withheld;




          (r) Either Borrower shall at any time and for any reason no longer be approved as an owner of
servicing rights by Fannie Mae and Freddie Mac or any other event shall occur with respect to
Fannie Mae or Freddie Mac that could have a Material Adverse Effect; and




          (s) [Reserved].




     Section 8.02 Remedies.



          (a) Optional Acceleration. Upon the occurrence of an Event of Default (other than an
Event of Default described in Section 8.01(d)), the Lender may by written notice to the
Borrowers, terminate the Facility and declare all Loans and all other Obligations to be immediately
due and payable.




          (b) Automatic Acceleration. Upon the occurrence of an Event of Default described in
Section 8.01(d), the Loans and all other Obligations shall be immediately due and payable
upon the occurrence of such event, without demand or notice of any kind.




          (c) Remedies. Upon any acceleration of the Loans pursuant to this Section
8.02, the Lender, in addition to all other rights and remedies under this Agreement or
otherwise, shall have all other rights and remedies provided under the UCC of each applicable
jurisdiction and other applicable laws, which rights shall be cumulative. The Borrowers agree,
upon the occurrence of an Event of Default and notice from the Lender, to assemble, at their
expense, all of the Collateral that is in their possession (whether by return, repossession, or
otherwise) at a place designated by the Lender. All out-of-pocket costs incurred by the Lender in
the collection of all Obligations, and the enforcement of its rights hereunder, including
reasonable attorneys’ fees and legal expenses, shall be paid out of the Collateral. Without
limiting the foregoing, upon the occurrence of an Event of Default and the acceleration of the
Loans pursuant to this Section 8.02, the Lender may, to the fullest extent permitted by
applicable law, without notice, advertisement, hearing or process of law of any kind, (i) enter
upon any premises where any of the Collateral which is in the possession of the Borrowers (whether
by return, repossession, or otherwise) may be located and take possession of and remove such
Collateral, (ii) sell any or all of such Collateral, free of all rights and claims of the Borrowers
therein and thereto, at any public or private sale, and (iii) bid for and purchase any or all of
such Collateral at any such sale. Any such sale shall be conducted in a commercially reasonable
manner and in accordance with




20









 







applicable law. The Borrowers hereby expressly waive, to the fullest
extent permitted by applicable law, any and all notices, advertisements, hearings or process of law
in connection with the exercise by the Lender of any of its rights and remedies upon the occurrence
of an Event of Default. Each of the Lender and the Borrowers shall have the right (but not the
obligation) to bid for and purchase any or all Collateral at any public or private sale. The
Borrowers hereby agree that in any sale of any of the Collateral, the Lender is hereby authorized
to comply with any limitation or restriction in connection with such sale as it may be advised by
counsel is necessary
in order to avoid any violation of applicable law (including, without limitation, compliance
with such procedures as may restrict the number of prospective bidders and purchasers, require that
such prospective bidders and purchasers have certain qualifications, and restrict such prospective
bidders and purchasers to Persons who will represent and agree that they are purchasing for their
own account for investment and not with a view to the distribution or resale of such Collateral),
or in order to obtain any required approval of the sale or of the purchaser by any Governmental
Authority, and the Borrowers further agree that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner. The Lender shall
not be liable for any sale, private or public, conducted in accordance with this Section
8.02(c). If an Event of Default occurs, and upon acceleration of the Loans hereunder, the
Loans and all other Obligations shall be immediately due and payable, and collections on the
Eligible Servicing Rights and proceeds of sales and securitizations of Eligible Servicing Rights,
and other Collateral will be used to pay the Obligations.




     Section 8.03 Collection Accounts; Application of Proceeds.



          (a) Collection Accounts. On or before the Closing Date, the Borrowers and the Lender
shall establish at LaSalle Bank National Association (the “Collection Account Bank”) in the
name of the Lender a non-interest bearing segregated special purpose trust account (such account
being herein called the “Collection Accounts” and being identified as: (i) for RFC: Account
No. 725378.1 with Account Name “LaSalle Trust — RFC/GMAC Servicing Rights Collection Acct,” and
(ii) for GMAC Mortgage: Account No. 725377.1 with Account Name “LaSalle Trust — GMACM/GMAC
Servicing Rights Collection Acct”). The Borrowers and the Lender hereby agree that upon the
occurrence of and during the continuation of an Event of Default, only the Lender may make
withdrawals from the Collection Accounts. Upon notice from the Lender that an Event of Default has
occurred and is continuing, all Collections in respect of the Collateral shall be deposited
directly into the Collection Accounts, and any funds received by either Borrower in respect of any
Collections in respect of the Collateral which for any reason have not yet been deposited into the
Collection Accounts shall be deemed to be held by such Borrower as the case may be, in trust for
the Lender and shall not be used by either Borrower for any purposes whatsoever.




          (b) Distributions from the Collection Accounts. On each Business Day during which an
Event of Default has occurred and is continuing hereunder, the Lender shall apply Collections in
the following order:




               (i) to pay to the Lender, any fees due pursuant to the terms hereof;



21









 





               (ii) if a Borrower is then servicing the Eligible Servicing Rights pledged as Collateral
hereunder, to pay to such Borrower (x) the Borrower Default Servicing Fee and (y) the Recovered
Advance Amount to an account specified in writing by such Borrower;



               (iii) to pay the Lender, accrued interest and Breakage Costs, if any, then due on the
Outstanding Aggregate Loan Amount;



               (iv) to pay to the Lender or any Indemnified Party an amount equal to any other amounts
(including the Outstanding Aggregate Loan Amount) then due to such Persons pursuant to this
Agreement that have not been paid by the Borrowers (and to the extent that there are insufficient
funds to pay all of the foregoing amounts, such amount shall be distributed to the foregoing
parties, pro rata in accordance with the amounts due to such parties); and



               (v) to pay any remaining amounts to the Borrowers by transferring such amount to the account
specified in writing by the Borrowers.



ARTICLE IX




ASSIGNMENT




     Section 9.01 Restrictions on Assignments. No Borrower may assign its rights hereunder or any interest herein without the prior written
consent of the Lender. The Lender may, in the ordinary course of its business and in accordance
with applicable law, at any time assign to one or more banks or other entities all (but not less
than all) of its rights and obligations hereunder or under the other Facility Documents;
provided, that such assignment shall require the prior consent of the Borrowers, which
consent shall not be unreasonably withheld.



     Section 9.02 Evidence of Assignment; Endorsement on Notes. The Lender hereby agrees that it shall, endorse the Notes to reflect any assignments made
pursuant to this Article IX or otherwise.



     Section 9.03 Rights of Assignee. Upon the assignment by the Lender of all of its rights and obligations hereunder, under the
Notes and under the other Facility Documents to an assignee in accordance with Section
9.01, such assignee shall have all such rights and obligations of the Lender as set forth in
such assignment or delegation, as applicable, and all references to the Lender in this Agreement or
any Facility Document shall be deemed to apply to such assignee to the extent of such interest;
provided that the Borrowers shall not be liable to any assignee for amounts pursuant to
Article X in excess of the amount that would have been payable thereunder to the initial Lender.
If any interest in any Facility Document transferred to any assignee which is organized under the
laws of any jurisdiction other than the United States or any State thereof, the transferor Lender
shall cause such assignee, concurrently wit the effectiveness of such transfer, to comply with the
provisions of Section 3.02.



     Section 9.04 [Reserved].



     Section 9.05 [Reserved].



22









 





ARTICLE X




INDEMNIFICATION




     Section 10.01 Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable
law, the Borrowers hereby agree to indemnify, the Lender, its Affiliates, successors, permitted
transferees and assigns and all officers, directors, shareholders, controlling persons, employees
and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from
and against any and all damages, losses, claims, liabilities and related costs and expenses,
including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively
referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising
out of or as a result of this Agreement, the other Facility Documents, or any transaction
contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a court of
competent jurisdiction determines that they resulted from negligence, bad faith or willful
misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its
rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with
respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by
the Borrowers to the Lender, the amount of such excess, and (c) any lost profits or indirect,
exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or
action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to
enforce any provisions of any Collateral, the Borrowers will save, indemnify and hold the Lender
harmless from and against all expense, loss or damage suffered by reason of any defense, set-off,
counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor
thereunder, arising out of a breach by either Borrower of any obligation thereunder or arising out
of any other agreement, indebtedness or liability at any time owing to or in favor of such account
debtor or obligor or its successors from the Borrowers. The Borrowers also agree to reimburse the
Lender as and when billed by the Lender for all the Lender’s reasonable out-of-pocket costs and
expenses incurred in connection with the enforcement or the preservation of the Lender’s rights
under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby
or thereby, including without limitation the reasonable fees and disbursements of its counsel. The
Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the
Collateral, the obligation of the Borrowers under the Note is a recourse obligation of the
Borrowers. Under no circumstances shall any Indemnified Party be liable to the Borrowers for any
lost profits or indirect, exemplary, punitive or consequential damages.



     Section 10.02 General Provisions. If for any reason the indemnification provided above in Section 10.01 (and subject to
the limitations on indemnification contained therein) is unavailable to an Indemnified Party or is
insufficient to hold an Indemnified Party harmless on the basis of public policy, then the
Borrowers shall contribute to the amount paid or payable by such Indemnified Party as a result of
such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the
relative benefits received by such Indemnified Party on the one hand and the Borrowers on the other
hand but also the relative fault of such Indemnified Party as well as any other relevant equitable
considerations.



23









 





     The provisions of this Article X shall survive the termination of this Agreement and the
payment of the Obligations.



ARTICLE XI




MISCELLANEOUS




     Section 11.01 Amendments, Etc. Neither this Agreement nor any provision hereof may be amended, supplemented, or modified except
pursuant to an agreement or agreements in writing entered into by each Borrower and the Lender.



     Section 11.02 Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated
herein, be in writing (including facsimile communication) and shall be personally delivered or sent
by certified mail or overnight air courier, postage prepaid, or by facsimile, to the intended party
at the address or facsimile number of such party set forth opposite its name on Schedule
11.02 or at such other address or facsimile number as shall be designated by such party in a
written notice to the other parties hereto. All such notices and communications shall be
effective, (i) if personally delivered, when received, (ii) if sent by overnight air courier, the
next Business Day after delivery to the related air courier service, if delivery is guaranteed as
of the next Business Day, (iii) if sent by certified mail, three Business Days after having been
deposited in the mail, postage prepaid, and (iv) if transmitted by facsimile, when sent, receipt
confirmed by telephone or electronic means, if sent during business hours (if sent after business
hours, then on the next Business Day) except that notices and communications pursuant to Article I
shall not be effective until received.



     Section 11.03 No Waiver; Remedies. No failure on the part of the Lender to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law.



     Section 11.04 Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of each Borrower and the Lender,
and their respective successors and assigns, provided, however, that nothing in the
foregoing shall be deemed to authorize any assignment not permitted in Section 9.01.



     Section 11.05 GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF
THE NEW YORK OBLIGATION LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT). EACH PARTY HERETO
HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE



24









 




LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY
CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,
OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT
THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN
WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF
ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION.




     EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH
RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.



     Section 11.06 [Reserved].



     Section 11.07 No Proceedings. The Lender hereby covenants and agrees that, prior to the date which is one year and one day
after the payment in full of the Obligations, it will not institute against, cooperate with,
encourage or join with any other Person in instituting against, either Borrower any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any
Federal or state bankruptcy or similar law; provided, however, that nothing in this
Section 11.07 shall constitute a waiver of any right to indemnification, reimbursement or
other payment from the Borrowers pursuant to this Agreement.



     Section 11.08 Entire Agreement. This Agreement and the Facility Documents embodies the entire agreement and understanding of the
parties hereto and supersedes any and all prior agreements, arrangements and understanding relating
to the matters provided for herein.



     Section 11.09 Acknowledgement. Each Borrower hereby acknowledges that:



          (a) it has been advised by counsel in the negotiation, execution and deliver of this
Agreement, the Note and the other Facility Documents to which it is a party;




          (b) the Lender has no fiduciary relationship to it, and the relationship between it and the
Lender is solely that of debtor and creditor; and




          (c) no joint venture exists among or between it and the Lender.




     Section 11.10 Captions and Cross References. The various captions (including, without limitation, the table of contents) in this Agreement
are included for convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement. References in this Agreement to any underscored Section or Exhibit
are to such Section or Exhibit of this Agreement, as the case may be.



25









 





     Section 11.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same agreement.



     Section 11.12 Confidentiality. Each party hereto agrees that it will hold any confidential information received from the other
party pursuant to this Agreement or any other Facility Document, it being understood that this
Agreement is confidential information of the Lender, in strict confidence, as long as such
information remains confidential, except for disclosure to (i) its Affiliates, (ii) its legal
counsel, accountants, and other professional advisors or to a permitted assignee or participant,
(iii) regulatory officials, (iv) any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) any Person in connection with any legal proceeding to it is a
party, (vi) rating agencies if requested or required by such agencies in connection with a rating,
and (vii) any Investor or MBS Trustee. This Section 11.12 shall survive termination of
this Agreement.



     Section 11.13 Survival. The obligations of the Borrowers under Sections 3.02 and 10.01 hereof shall
survive the repayment of the Loans and the termination of this Agreement. In addition, each
representation and warranty made, or deemed to be made by a request for a borrowing, herein or
pursuant hereto shall survive the making of such representation and warranty, and the Lender shall
not be deemed to have waived, by reason of making any Loan, any Default that may arise by reason of
such representation or warranty proving to have been false or misleading, notwithstanding that the
Lender may have had notice or knowledge or reason to believe that such representation or warranty
was false or misleading at the time such Loan was made.



26









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	RESIDENTIAL FUNDING COMPANY, LLC, as Borrower

 	 
	 	By:  	/s/ John M. Peterson
 	 
	 	 	Name:  	John M. Peterson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	GMAC MORTGAGE, LLC,

as Borrower

 	 
	 	By:  	/s/ William Casey
 	 
	 	 	Name:  	William Casey 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	GMAC LLC,

as a Lender

 	 
	 	By:  	/s/ David C. Walker
 	 
	 	 	Name:  	David C. Walker 	 
	 	 	Title:  	Group VP and Treasurer 	 
	 



27









 








SCHEDULE I




DEFINITIONS





     1.1. Definitions. As used in this Agreement the following terms have the meanings as
indicated:



     “364-Day Agreement” means the 364-Day Competitive Advance and Revolving Credit
Facility dated as of June 11, 2007 among ResCap, the several lenders from time to time party
thereto, the documentation agents named therein, Citibank, N.A., as syndication agent, and JPMorgan
Chase Bank, N.A., as administrative agent, as such agreement may be amended, supplemented or
modified from time to time, and any successor agreement or other agreement replacing such agreement
in its entirety.



     “Account Control Agreements” means, collectively: (i) the Collection Account Control
Agreement dated as of April 18, 2008 among RFC, the Lender and LaSalle Bank National Association,
and (ii) the Collection Account Control Agreement dated as of April 18, 2008 among GMAC Mortgage,
the Lender and LaSalle Bank National Association.



     “Additional Collateral” means, collectively, all Eligible Assets, Treasury Bills,
Treasury Notes or Treasury Bonds owned by the Borrowers and specifically pledged to the Lender as
secured party, from time to time, pursuant to the Agreement.



     “Advance” means any P&I Advance, T&I Advance, Corporate Advance or S&A Advance.



     “Affiliate” means, with respect to any Person, any other Person which, directly or
indirectly, controls, is controlled by, or is under common control with, such Person. For purposes
of this definition, “control” (together with the correlative meanings of “controlled by” and “under
common control with”) means possession, directly or indirectly, of the power (a) to vote 20% or
more of the securities (on a fully diluted basis) having ordinary voting power for the directors or
managing general partners (or their equivalent) of such Person, or (b) to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by contract, or otherwise.



     “Agreement” has the meaning set forth in the preamble.



     “Ancillary Income” means all money which is due and payable in connection with each
Mortgage Loan other than the Servicing Fee and specifically including, without limitation, late
charge fees, assignment transfer fees, insufficient funds check charges, amortization schedule
fees, interest from escrow accounts and all other incidental fees and charges and any Float
Benefit, in each case, to the extent such amounts are allocable to a Mortgage Loan, and
specifically excluding the Excluded Collateral.



     “Applicable Margin” means, with respect to all Loans, 2.00% (200 basis points).



     “Attributed Rate” means:



Sched. I-1









 








     (a) With respect to Eligible Servicing Rights, 50%;



     (b) With respect to Eligible Assets, 85%;



     (c) With respect to Treasury Bills, 98%;



     (d) With respect to Treasury Notes, 95%; and



     (e) With respect to Treasury Bonds, 92%;


provided, that no more than 50% of the Borrowing Base shall consist of Additional
Collateral described in clauses (b) through (e) above.




     “Available Loan Amount” means, on any Business Day, an amount equal to the lesser of



     (a) the then current Commitment Amount minus the Outstanding Aggregate Loan Amount, and



     (b) the Borrowing Base.



     “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.



     “Borrower” has the meaning set forth in the preamble.



     “Borrower Default Servicing Fee” means the fee payable to the Borrowers as
compensation for servicing the Mortgage Loans when and Event of Default has occurred and is
continuing in an amount equal to $5 per Mortgage Loan per month.



     “Borrower Funding Request” means the request to fund a Loan on any Funding Date,
substantially in the form of Exhibit 2.03, delivered in accordance with Section
2.03(b).



     “Borrowing Base” means, as of any date of determination, an amount equal to the
aggregate Collateral Value of all Collateral for Loans that have been and remain pledged to the
Lender hereunder.



     “Borrowing Base Certificate” means the borrowing base certificate, substantially in
the form of Exhibit 2.04(b), delivered by the Borrowers to the Lender in accordance with
Section 2.04(b).



     “Borrowing Base Deficiency” has the meaning set forth in Section 2.08(b).



     “Borrowing Base Report” means the borrowing base report, substantially in the form of
Exhibit 2.04(a), delivered by the Borrower in accordance with Section 2.04(a) or
(b).



     “Borrowing Base Shortfall Day” has the meaning set forth in Section 2.08(b).



     “Breakage Costs” means, those amounts payable by the Borrowers to the Lender in the
event of (a) the payment of any principal of any Loan bearing interest at the LIBOR Rate other



Sched. I-2









 







than
on the last day of an Optional Repayment Date or the Loan Repayment Date applicable thereto
(including as a result of an Event of Default), or (b) the failure to borrow, continue or prepay
any such Loan on the date specified in any notice delivered pursuant hereto (regardless of whether
such notice may be revoked hereunder and is in fact revoked). In any such event, the Borrowers
shall compensate the Lender for the loss, cost and expense attributable to such event, such
compensation to include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan had such event not
occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the
date of such event to the last day of the then current Interest Period therefor (or, in the case of
a failure to borrow or continue), for the period that would have been the Interest Period for such
Loan, over (ii) the amount of interest which would accrue on such principal amount for such period
at the interest rate which the Lender would bid were it to bid, at the commencement of such period,
for dollar deposits of a comparable amount and period from other banks in the LIBOR market;
provided, that the Lender agree to take reasonable steps to avoid the need for, or reduce
the amount of, such compensation, in a manner that will not, in the reasonable opinion of the
Lender, be materially disadvantageous to the Lender.



     “Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on
which banking institutions in the State of New York are required or authorized by law to be closed.



     “Change of Control” means ResCap ceases to own, either directly or indirectly, free
and clear all liens or other encumbrances, all of the outstanding shares/voting stock of either
Borrower on a fully diluted basis.



     “Closing Date” means the date on which all of the conditions set out in Section
5.01 are satisfied.



     “Collateral” has the meaning set forth in Section 4.01.



     “Collateral Value” means, for purposes of determining the value of the Borrowing Base
from time to time, (x) with respect to the Additional Collateral, the Attributed Rate for such
Additional Collateral multiplied by the market value of such Additional Collateral as determined by
the Lender in its reasonable sole discretion, and (y) with respect to the Eligible Servicing
Rights, the Attributed Rate for Eligible Servicing Rights multiplied by the Borrowers’ book value
of the Eligible Servicing Rights as determined by the Borrowers in good faith.



     “Collection Accounts” has the meaning set forth in Section 8.03.



     “Collection Period” means, with respect to any Monthly Settlement Date, the calendar
month most recently ended.



     “Collections” means any Servicing Fees, any excess servicing rights or retained yield,
and any Ancillary Income that the Borrowers, as servicers, are entitled to receive pursuant to the
Servicing Contracts.



     “Commitment Amount” means $750,000,000. The Borrowers may elect to reduce the
Commitment Amount in accordance with Section 2.10.



Sched. I-3









 





     “Commitment Reduction Date” has the meaning set forth in Section 2.10.



     “Compliance Certificate” means a certificate in form acceptable to the Lender
substantially in the form of Exhibit 7.01 hereto.



     “Corporate Advance” means, collectively, (a) any advance made by a Borrower as
servicer pursuant to the Servicing Contracts to inspect, protect, preserve or repair properties
that secure defaulted Mortgage Loans or that have been acquired through foreclosure or deed in lieu
of foreclosure or other similar action pending disposition thereof, or for similar or related
purposes, including, but not limited to, necessary legal fees and costs expended or incurred by a
Borrower as servicer in connection with foreclosure, bankruptcy, eviction or litigation actions
with or involving Mortgagors on defaulted Mortgage Loans, as well as costs to obtain clear title to
such a property, to protect the priority of the lien created by a Mortgage Loan on such a property,
and to dispose of properties taken through foreclosure or by deed in lieu thereof or other similar
action, (b) any advance made by a Borrower as servicer pursuant to the Servicing Contracts to
foreclose or undertake similar action with respect to a Mortgage Loan, and (c) any other out of
pocket expenses incurred by a Borrower as servicer pursuant to the Servicing Contracts (including,
for example, costs and expenses incurred in loss mitigation efforts and in processing assumptions
of Mortgage Loans).



     “Custodial File” means with respect to any Mortgage Loan, a file pertaining to such
Mortgage Loan being held by the Custodian that contains the mortgage documents pertaining to such
Mortgage Loan.



     “Custodian” Any financial institution that holds documents for any of the Mortgage
Loans on behalf of the Investor related thereto.



     “Default” means an Event of Default or an Unmatured Event of Default.



     “Default Rate” means, with respect to any Loan for any Interest Period, and any late
payment of fees or other amounts due hereunder, the LIBOR Rate for the related Interest Period (or
for all successive Interest Periods during which such fees or other amounts were delinquent), plus
the Applicable Margin, plus 2% per annum.



     “Dollars” or “$” means dollars in lawful money of the United States of
America.



     “Electronic Files” means the Initial Electronic File or any Subsequent Electronic
File, as the context requires.



     “Eligible Assets” means any securities issued and/or guaranteed by Fannie Mae, Freddie
Mac or Ginnie Mae that are acceptable to the Lender in its sole discretion.



     “Eligible Seller” means a Person who sold Mortgage Loans to either Borrower, which
Mortgage Loans such Borrower subsequently resold to another party or securitized, and retained the
servicing rights and obligations with respect thereto under a Servicing Contract.



     “Eligible Servicing Rights” means any portfolios of residential MSRs relating to the
servicing of mortgage loans serviced by a Borrower under servicing agreements for the assets



Sched. I-4









 






     described below, including the right to receive servicing fees and other servicing compensation on
the MSRs, to the maximum extent not prohibited by the provisions of the relevant servicing
agreement.




	 	•	 	Resi 1st Lien GNMA and Private/Whole Loan/Securitized
	 
	 	•	 	Resi Home Equity Private/Whole Loan and Securitizations
	 
	 	•	 	RFC Primary MSRs Whole Loan and Securitizations
	 
	 	•	 	RFC Master MSRs Whole Loan and Securitizations





     that are acceptable to the Lender in its sole discretion.



     “Event of Default” has the meaning set forth in Section 8.01.



     “Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if
either:



     (a) a case or other proceeding shall be commenced, without the application or consent of such
Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution,
winding up, or composition or readjustment of debts of such Person, the appointment of a trustee,
receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or
substantially all of its assets, or any similar action with respect to such Person under any law
relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of
debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a
period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in
an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in
effect;



     (b) such Person shall commence a voluntary case or other proceeding under any applicable
bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or
hereafter in effect, or shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for, such Person
or for arty substantial part of its property, or shall make any general assignment for the benefit
of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as
they become due; or



     (c) the board of directors or other similar governing body of such Person (if such Person is a
corporation, business trust, or similar entity) shall vote to implement any of the actions set
forth in clause (b) above.



     “Excluded Collateral” means all right, title and interest of either Borrower, whether
now owned or hereafter acquired, in, to and under its rights to reimbursement (a) for all Advances
made under the Servicing Contracts and (b) all monies due or to become due and all amounts received
or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform
Commercial Code in effect in all relevant jurisdictions), together with all rights of such Borrower
to enforce such rights to reimbursement.



Sched. I-5









 





     “Facility” means the loan facility provided to the Borrowers by the Lender pursuant to
this Agreement.



     “Facility Documents” means this Agreement, the Notes, the Guarantee, the Account
Control Agreement, the Servicing Contracts, and all notices, certificates, financing statements and
other documents to be executed and delivered by the Borrowers or ResCap in connection with the
transactions contemplated by this Agreement.



     “Fannie Mae” means Fannie Mae, formerly known as The Federal National Mortgage
Association, or any successor thereto.



     “Fitch” means Fitch, Inc., and its successors in interest.



     “Float Benefit” means the net economic benefit resulting from investments of funds
representing escrow and custodial deposits held for the account of the servicer relating to the
Mortgage Loans.



     “Freddie Mac” means Freddie Mac, formerly known as The Federal Home Loan Mortgage
Corporation, or any successor thereto.



     “Funding Date” shall mean the date of any Loan advance hereunder as provided in
Section 2.03 hereof.



     “GAAP” means generally accepted accounting principles in effect from time to time in
the United States of America and applied on a consistent basis.



     “Ginnie Mae” means Ginnie Mae, formerly known as The Government National Mortgage
Association, or any successor thereto.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any municipality and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.



     “Guarantee” means the guarantee dated as of April 18, 2008, executed by ResCap in
favor of the Lender.



     “Indebtedness” means as to any Person, (a) obligations created, issued or incurred by
such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the
sale of property to another Person subject to an understanding or agreement, contingent or
otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of
business so long as such trade accounts payable are payable within 90 days of the date the
respective goods are delivered or the respective services are rendered; (c) indebtedness of others
secured by a Lien on the property of such Person, whether or not the respective indebtedness so
secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person
in respect of letters of credit or similar instruments issued or accepted by banks and other
financial institutions for account of such Person; (e) capital lease obligations



Sched. I-6









 







of such Person;
(f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness
of others guaranteed by such Person; (h) all obligations of such Person incurred in connection with
the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general
partnerships of which such Person is a general partner; and (j) any other indebtedness of such
Person by a note, bond, debenture or similar instrument.



     “Indemnified Amounts” has the meaning set forth in Section 10.01.



     “Indemnified Party” has the meaning set forth in Section 10.01.



     “Initial Borrowing Base Report” means the borrowing base report, substantially in the
form of Exhibit 2.04, delivered by the Borrower in accordance with Section 2.04(a)
based on the Initial Electronic File.



     “Initial Borrower Funding Request” means the request to fund the Loan on the Initial
Funding Date, substantially in the form of Exhibit 2.03, delivered in accordance with
Section 2.03(a), that is current as of the end of the previous calendar month.



     “Initial Electronic File” means the electronic file, containing the information set
out in Exhibit 4.08 as of the close of business on or about April 14, 2008, delivered by
the Borrowers to the Lender pursuant to Section 2.03(a).



     “Initial Funding Date” means the Funding Date on which the first Loan is made pursuant
to this Agreement, as specified in the Initial Borrower Funding Request.



     “Interest Period” means, for any Loan, (i) an initial period beginning on the Funding
Date for such Loan and ending on the last day of the calendar month in which such Funding Date
occurs; and (ii) subsequent consecutive periods thereafter, beginning on the first day of each
subsequent calendar month and ending on the earlier of (x) the last day of the same calendar month
in which such Interest Period began and (y) the Loan Repayment Date.



     “Interest Rate” means, with respect to all Loans, the LIBOR Rate plus the Applicable
Margin, payable on the last Business Day of each Interest Period.



     “Investment Company Act” means the Investment Company Act of 1940, as amended,
together with the rules and regulations promulgated thereunder.



     “Investor” shall mean the trust owning mortgage loans that have been securitized or
Persons who have purchased whole loans in servicing retained form.



     “Lender” has the meaning set forth in the preamble.



     “LIBOR Rate” means, with respect to any Loan for any Interest Period, the rate
appearing on Page 3750 of the Dow Jones “Markets” screen (or on any successor or substitute page of
such service, or any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page of such service, as determined by the Lender
from time to time for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to



Sched. I-7









 







the commencement of such Interest Period, as the rate for dollar deposits with a
maturity of one (1) month. In the event that such rate is not available at such time for any
reason, then the “LIBOR Rate” with respect to such Interest Period shall be the rate at
which dollar deposits of an amount comparable to the amount of the requested Loan and for a
maturity of one (1) month are offered by the principal London office of JPMorgan Chase Bank in
immediately available funds in the London interbank market at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period.



     “Lien” means with respect to any property or asset of any Person (a) any mortgage,
lien, pledge, charge or other security interest or encumbrance of any kind in respect of such
property or asset or (b) the interest of a vendor or lessor arising out of the acquisition of or
agreement to acquire such property or asset under any conditional sale agreement, lease purchase
agreement or other title retention agreement, and in each case, other than the Investor’s rights
and interests in the related Servicing Rights.



     “Loan Documents” means this Agreement, the Notes, the Guarantee, the Account Control
Agreement, and all notices, certificates, financing statements and other documents to be executed
and delivered by the Borrowers or ResCap in connection with the transactions contemplated by this
Agreement.



     “Loan Repayment Date,” means the earlier of (i) October 17, 2008, or if such day is
not a Business Day, the immediately preceding Business Day, (ii) upon the Borrowers’ receipt of a
commitment from a third-party lender for a replacement facility to be secured by the Collateral,
the day specified by either the Borrowers or the Lender upon at
least 20 Business Days’ written notice, or (iii) such earlier date as may be notified by
Lender in accordance with Section 8.02(a); provided however that the Loan
Repayment Date may be extended or accelerated by the mutual agreement of the Lender and Borrowers.



     “Loans” has the meaning set forth in Section 2.01.



     “Material Adverse Effect” means a material adverse effect on (i) the assets, business,
operations, property, or financial condition of the Borrowers, (ii) the ability of the Borrowers to
perform its obligations under any of the Facility Documents to which it is a party, (iii) the
validity or enforceability of any of the Facility Documents, or (iv) the enforceability, perfection
or priority of the Lender’s security interest in the Collateral.



     “MBS” means Mortgage Backed Security.



     “MBS Pool” means pools of Mortgage Loans that are sold into securities.



     “MBS Trust” means any of the trusts or trust estates in which the Mortgage Loans being
serviced by either Borrower are held by the related MBS Trustee.



     “MBS Trustee” means a trustee of an MBS Trust.



     “Monthly Settlement Date” means the 20th day of each calendar month or, if such 20th
is not a Business Day, the first Business Day thereafter, commencing May 20, 2008.



Sched. I-8









 





     “Moody’s” means Moody’s Investors Service, Inc. or its successor in interest.



     “Mortgage” means a mortgage, mortgage deed, deed of trust, or other instrument
creating a first lien on or first priority security interest in an estate in fee simple in real
property securing a Mortgage Note including any riders, assumption agreements or modifications
relating thereto.



     “Mortgage File” means, with respect to any Mortgage Loan, a file or files pertaining
to such Mortgage Loan that contains the mortgage documents pertaining to such Mortgage Loan and any
additional mortgage documents pertaining to such Mortgage Loan required by the Lender.



     “Mortgage Loan” means any mortgage loan or installment sales contract or similar asset
serviced by either Borrower pursuant to a Servicing Contract.



     “Mortgage Note” means note or other evidence of indebtedness of a Mortgagor secured by
a Mortgage pertaining to a Mortgage Loan.



     “Mortgagor” means the obligor on a Mortgage Note.



     “MSRs” means master servicing rights, servicing rights and primary servicing rights
arising under Servicing Contracts.



     “Note” means the promissory note of the Borrowers issued to the Lender, in
substantially the form of Exhibit 2.02(a), as amended from time to time, and any
replacement thereof or substitution therefor.



     “Obligations” means the Outstanding Aggregate Loan Amount, all accrued interest
thereon and all other amounts payable by the Borrowers to the Lender pursuant to this Agreement,
the Note or any other Facility Document.



     “Outstanding Aggregate Loan Amount” means, at any time, the aggregate principal amount
of the Loans funded by the Lender, minus the aggregate amount of payments received by the Lender
prior to such time and applied to reduce the principal amount of the Loans.



     “P&I” means principal and interest.



     “P&I Advance” means any advance disbursed by either Borrower as servicer pursuant to
any Servicing Contract of delinquent interest and/or principal on the related Mortgage Loans.



     “Person” means any individual, corporation, estate, partnership, limited liability
company, limited liability partnership, joint venture, association, joint-stock company, business
trust, trust, unincorporated organization, government or any agency or political subdivision
thereof, or other entity of a similar nature.



     “Pool” means group of Mortgage Loans, which are the security for a mortgage-backed
security issued by any Investor.



     “Prepayment Notice” means a notice substantially in the form of Exhibit
2.08(b).



Sched. I-9









 





     “Recourse Servicing Obligations” means with respect to any Mortgage Loan, (a) any
obligation or liability (actual or contingent) of the servicer in respect of such Mortgage Loan to
indemnify the relevant Investor for any losses incurred in respect of any Mortgage Loan that was
determined at the time of sale to have been ineligible for sale to the applicable Investor due to a
breach of one or more representations and warranties but accepted for purchase subject to any
waiver and indemnity obligations, or (b) any other obligations described from time to time as being
sold “with recourse”.



     “Recovered Advance Amount” means amounts paid from time to time pursuant to
Section 8.03(b) hereof to the extent the servicer has recovered such amounts during the
related Collection Period from proceeds received from the related Mortgagor or from the related
mortgage insurance or related guaranty claim receipts, the amount of all P&I Advances, Prepayment
Interest Shortfall advances and Corporate Advances theretofore made by the Borrowers which have not
previously been reimbursed.



     “Related Escrow Account Balances” means the balance, on the related Funding Date, of
any escrow or impound accounts maintained by either Borrower which relate to any Mortgage Loan,
including, without limitation, items escrowed for mortgage insurance, property taxes (either real
or personal), hazard insurance, flood insurance, ground rents, or any other escrow or impound items
required by any Mortgage Note or Mortgage, reduced by any unpaid real estate taxes or insurance
premiums required to be paid by such Borrower, with respect to which amounts have been escrowed by
the related Mortgagor.



     “Related Principal and Interest Custodial Accounts” means all principal and interest
custodial accounts maintained by either Borrower that relate to any Mortgage Loan or Pool.



     “Relevant Electronic File” means, on any Business Day, the most recently delivered
Electronic File that was delivered at least three Business Days prior to such date of determination
(or such lesser number of days as of the Lender may deem acceptable from time to time in its sole
discretion).



     “Repayment Notice” means a notice substantially in the form of Exhibit
2.08(a).



     “Requirements of Law” means, with respect to any Person or any of its property, the
certificate of incorporation or articles of association and by-laws, certificate of limited
partnership, limited partnership agreement or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental
Authority, in each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject, whether Federal, state or local (including,
without limitation, usury laws, the Federal Truth in Lending Act and retail installment sales
acts).



     “ResCap” means Residential Capital, LLC, a Delaware limited liability company and its
successor in interest.



     “Responsible Officer” means (a) with respect to each Borrower, the chief executive
officer, president, chief financial officer, treasurer, assistant vice president, assistant
treasurer, secretary or assistant secretary of such Borrower, or any other officer having
substantially the



Sched. I-10









 







same authority and responsibility; provided, that with respect
specifically to the obligations of each Borrower set forth in Section 7.01(i) hereof, only
the chief financial officer, treasurer, assistant treasurer, or comptroller of such Borrower Party
shall be deemed to be a Responsible Officer; and (b) with respect to the Lender, a lending officer
charged with responsibility for the day to day management of the relationship of such institution
with such Borrower.



     “S&A Advance” means (a) any amount paid by either Borrower to any Investor to
repurchase a Mortgage Loan previously sold by such Borrower to such Investor due to an
ineligibility of such Mortgage Loan for sale for such Investor, and (b) any amount required to be
paid by such Borrower to such Investor or an MBS Trust as a result of an
overstated principal balance by an Eligible Seller with respect to a Mortgage Loan sold by
such Eligible Seller to such Borrower and further conveyed by such Borrower to such Investor or an
MBS Trust, in respect of either of which such Borrower has a valid and enforceable contractual
claim against an Eligible Seller who had sold such Mortgage Loan to such Borrower to repurchase
such Mortgage Loan from such Borrower for at least the same amount paid by such Borrower to such
Investor or an MBS Trust to repurchase such Mortgage Loan.



     “S&P” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc.



     “Servicing Contract” means any agreement, whether titled a “servicing agreement,” a
“pooling and servicing agreement,” a “sale and servicing agreement,” or otherwise, pursuant to
which either of the Borrowers is obligated to perform collection, enforcement or foreclosure
services with respect to, or to maintain and remit any funds collected from persons obligated on,
(i) any loan transferred (whether absolutely or for security) to the issuer, as identified in the
second column of each of Schedule II-A, Schedule II-D and Schedule II-F, of any of the series as
identified by series name in the first column of such Schedules, (ii) any loan transferred by RFC
under an agreement designated by the series name identified in the first column of each of Schedule
II-B and Schedule II-C, or (iii) any pool of loans transferred by GMAC Mortgage to any investor on
any of the dates identified on each of Schedule II-E and Schedule II-G but excluding any pool of
loans transferred on any such dates either (a) pursuant to any agreement to which Fannie Mae or
Freddie Mac is a party, or (b) to an entity serving as a trustee for others; and with respect to
(i)-(iii), as such Schedules may be amended, modified or replaced by the Borrowers from time to
time with the prior written consent of the Lender, which consent shall not be unreasonably
withheld.



     “Servicing Fee” means the total amount of the fee payable to the Borrowers as
compensation for servicing and administering the Mortgage Loans.



     “Servicing Rights” means each Borrower’s right, title and interest in, to and under
each Servicing Contract, whether now or hereafter existing, acquired or created, whether or not
yet accrued, earned, due or payable, as well as all other present and future right and interest
under such Servicing Contract, including, without limitation, the right (i) to receive the
Servicing Fee income payable after the related Funding Date (including without limitation, any
Uncollected Fees), (ii) to receive reimbursement for any Advances, (iii) any and all Ancillary
Income received after the related Funding Date, (iv) to hold and administer the Related Escrow
Account Balances, (v) to hold and administer, in accordance with the applicable Servicing Contract,
the Related Principal and Interest Custodial Account, the Custodial File, and the Mortgage File



Sched. I-11









 







arising from or connected to the servicing of such Mortgage Loan under this Agreement and (vi) all
proceeds, income, profits, rents and products of any of the foregoing; but with respect to (i)-(vi)
above specifically excluding the Excluded Collateral.



     “Solvent” means, with respect to any Person at any time, a condition under which:



     (i) the fair value and present fair saleable value of such Person’s total assets is, on the
date of determination, greater than such Person’s total liabilities (including contingent and
unliquidated liabilities) at such time;



     (ii) the fair value and present fair saleable value of such Person’s assets is greater than
the amount that will be required to pay such Person’s probable liability on its existing debts as
they become absolute and matured (“debts”, for this purpose, includes all legal liabilities,
whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent);



     (iii) such Person is and shall continue to be able to pay all of its liabilities as such
liabilities mature; and



     (iv) such Person does not have unreasonably small capital with which to engage in its current
and in its anticipated business.



     For purposes of this definition:



     (A) the amount of a Person’s contingent or unliquidated liabilities g any time shall be that
amount which, in light of all the facts and circumstances then existing, represents the amount
which can reasonably be expected to become an actual or matured liability;



     (B) the “fair value” of an asset shall be the amount which may be realized within a reasonable
time either through collection or sale of such asset at its regular market value;



     (C) the “regular market value” of an asset shall be the amount which a capable and diligent
business person could obtain for such asset from an interested buyer who is willing to purchase
such asset under ordinary selling conditions; and



     (D) the “present fair saleable value” of an asset means the amount which can be obtained if
such asset is sold with reasonable promptness in an arms-length transaction in an existing and not
theoretical market.



     “Subsequent Electronic File” means any electronic file, in form and substance
acceptable to the Lender and containing the information set out in Exhibit 4.08, delivered
by the Borrowers to the Lender subsequent to the Initial Electronic File, pursuant to Section
2.03(b), and reflecting mortgage loans serviced by the Borrowers as of the close of business no
more than two (2) Business Days prior to the date of its delivery, except with regard to the
Subsequent Electronic File delivered on or prior to the third Business Day of each calendar month,
which shall reflect such information as of the close of business on the last Business Day of the
preceding calendar month.



Sched. I-12









 





     “Subsidiary” means a corporation of which a Person and/or its other Subsidiaries own,
directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary
voting power for the election of directors.



     “T&I Advance” means an advance made by either Borrower as servicer with respect to a
Mortgage Loan pursuant to the servicer’s obligation to do so under any Servicing Contract of real
estate taxes and assessments, or of hazard, flood or primary mortgage
insurance premiums, required to be paid by the related Mortgagor under the terms of the
related Mortgage Loan.



     “Treasury Bills” means negotiable debt obligations issued by the U.S. Treasury
Department having an original maturity at issuance of not more than one year.



     “Treasury Bonds” means any negotiable debt obligations issued by the U.S. Treasury
Department, or any successor thereto, having an original maturity at issuance of more than 10
years.



     “Treasury Notes” means any negotiable debt obligations issued by the U.S. Treasury
Department having an original maturity at issuance of more than one year but not more than 10
years.



     “UCC” means the Uniform Commercial Code as from time to time in effect in the State of
Delaware.



     “Uncollected Fees” With respect to any Mortgage Loan, any accrued late charges, NSF
fees, assumption fees, and other fees charged to Mortgagors in connection with the servicing of
such Mortgage Loan which have not been collected by either Borrower as of the related Funding Date.



     “Unmatured Event of Default” means any event that, with the giving of notice or lapse
of time, or both, would become an Event of Default.



     “Utilization Amount” has the meaning set forth in Section 3.03(b).




Sched. I-13









 








SCHEDULE II




SERVICING CONTRACTS




	 	 	 
	Schedule II-A

	 	Master Servicing Securitizations, with RFC as servicer
	Schedule II-B

	 	Master Servicing Whole Loan Sales, with RFC as servicer
	Schedule II-C

	 	Primary Servicing Whole Loan Sales, with RFC as servicer
	Schedule II-D

	 	Primary Servicing Securitizations, with RFC as servicer
	Schedule II-E

	 	None
	Schedule II-F

	 	Home Equity Securitizations, with GMAC Mortgage as servicer
	Schedule II-G

	 	None






 









 









Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	1999-QS4

	 	Residential Accredit Loans, Inc.
	 	 	2713	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	1999-RS1

	 	Residential Asset Securities Corp.
	 	 	2774	 	 	JPMorgan Chase Bank, N.A. f/k/a First National Bank Of Chicago
	2001-KS1

	 	Residential Asset Securities Corp.
	 	 	5982	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-KS2

	 	Residential Asset Securities Corp.
	 	 	7162	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-KS3

	 	Residential Asset Securities Corp.
	 	 	7842	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS13

	 	Residential Accredit Loans, Inc.
	 	 	7682	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS16

	 	Residential Accredit Loans, Inc.
	 	 	8082	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS17

	 	Residential Accredit Loans, Inc.
	 	 	8102	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS18

	 	Residential Accredit Loans, Inc.
	 	 	8282	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS19

	 	Residential Accredit Loans, Inc.
	 	 	8322	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-RM2

	 	Residential Asset Mortgage Products, Inc.
	 	 	8402	 	 	JPMorgan Chase Bank, N.A.
	2001-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	6002	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	6402	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	7922	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-HI4

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11537	 	 	JPMorgan Chase Bank, N.A.
	2002-HI5

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11598	 	 	JPMorgan Chase Bank, N.A.
	2002-HS3

	 	Home Equity Loan Trust 2002-HS3
	 	 	11539	 	 	JPMorgan Chase Bank, N.A.
	2002-KS1

	 	Residential Asset Securities Corp.
	 	 	10222	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-KS2

	 	Residential Asset Securities Corp.
	 	 	11338	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-KS4

	 	Residential Asset Securities Corp.
	 	 	11484	 	 	JPMorgan Chase Bank, N.A.
	2002-KS6

	 	Residential Asset Securities Corp.
	 	 	11527	 	 	JPMorgan Chase Bank, N.A.
	2002-KS8

	 	Residential Asset Securities Corp.
	 	 	11576	 	 	JPMorgan Chase Bank, N.A.
	2002-QS1

	 	Residential Accredit Loans, Inc.
	 	 	10282	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS10

	 	Residential Accredit Loans, Inc.
	 	 	11508	 	 	Deutsche Bank Trust Co. Americas
	2002-QS11

	 	Residential Accredit Loans, Inc.
	 	 	11509	 	 	Deutsche Bank Trust Co. Americas
	2002-QS12

	 	Residential Accredit Loans, Inc.
	 	 	11523	 	 	Deutsche Bank Trust Co. Americas
	2002-QS13

	 	Residential Accredit Loans, Inc.
	 	 	11524	 	 	Deutsche Bank Trust Co. Americas
	2002-QS14

	 	Residential Accredit Loans, Inc.
	 	 	11525	 	 	Deutsche Bank Trust Co. Americas
	2002-QS15

	 	Residential Accredit Loans, Inc.
	 	 	11543	 	 	Deutsche Bank Trust Co. Americas
	2002-QS16

	 	Residential Accredit Loans, Inc.
	 	 	11544	 	 	Deutsche Bank Trust Co. Americas
	2002-QS17

	 	Residential Accredit Loans, Inc.
	 	 	11556	 	 	Deutsche Bank Trust Co. Americas
	2002-QS18

	 	Residential Accredit Loans, Inc.
	 	 	11580	 	 	Deutsche Bank Trust Co. Americas
	2002-QS19

	 	Residential Accredit Loans, Inc.
	 	 	11581	 	 	Deutsche Bank Trust Co. Americas
	2002-QS2

	 	Residential Accredit Loans, Inc.
	 	 	10542	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS3

	 	Residential Accredit Loans, Inc.
	 	 	11122	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS4

	 	Residential Accredit Loans, Inc.
	 	 	11282	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS5

	 	Residential Accredit Loans, Inc.
	 	 	11452	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS6

	 	Residential Accredit Loans, Inc.
	 	 	11460	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS7

	 	Residential Accredit Loans, Inc.
	 	 	11469	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS8

	 	Residential Accredit Loans, Inc.
	 	 	11470	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS9

	 	Residential Accredit Loans, Inc.
	 	 	11497	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-RM1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11582	 	 	Deutsche Bank Trust Co. Americas
	2002-RP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	10802	 	 	JPMorgan Chase Bank, N.A.
	2002-RP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11546	 	 	JPMorgan Chase Bank, N.A.
	2002-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	10202	 	 	JPMorgan Chase Bank, N.A.
	2002-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	10982	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11478	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11511	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11526	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	11558	 	 	JPMorgan Chase Bank, N.A.
	2002-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	11592	 	 	JPMorgan Chase Bank, N.A.
	2002-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11461	 	 	JPMorgan Chase Bank, N.A.
	2002-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11512	 	 	JPMorgan Chase Bank, N.A.
	2002-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11545	 	 	JPMorgan Chase Bank, N.A.
	2002-S11

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11507	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-S12

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11519	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-S13

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11541	 	 	Deutsche Bank Trust Co. Americas
	2002-S14

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11520	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-S15

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11521	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.






Sched. II-A-1




 









 








Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2002-S16

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11542	 	 	Deutsche Bank Trust Co. Americas
	2002-S17

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11555	 	 	Deutsche Bank Trust Co. Americas
	2002-S18

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11577	 	 	Deutsche Bank Trust Co. Americas
	2002-S19

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11578	 	 	Deutsche Bank Trust Co. Americas
	2002-S20

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11579	 	 	Deutsche Bank Trust Co. Americas
	2002-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11463	 	 	JPMorgan Chase Bank, N.A.
	2003-HI1

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11650	 	 	JPMorgan Chase Bank, N.A.
	2003-HI2

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11698	 	 	JPMorgan Chase Bank, N.A.
	2003-HI3

	 	Home Loan Trust 2003-HI3
	 	 	11742	 	 	JPMorgan Chase Bank, N.A.
	2003-HI4

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11808	 	 	JPMorgan Chase Bank, N.A.
	2003-HS1

	 	Home Equity Loan Trust 2003-HS1
	 	 	11652	 	 	JPMorgan Chase Bank, N.A.
	2003-HS2

	 	Home Equity Loan Trust 2003-HS2
	 	 	11696	 	 	JPMorgan Chase Bank, N.A.
	2003-HS3

	 	Home Equity Loan Trust 2003-HS3
	 	 	11744	 	 	JPMorgan Chase Bank, N.A.
	2003-HS4

	 	Home Equity Loan Trust 2003-HS4
	 	 	11810	 	 	JPMorgan Chase Bank, N.A.
	2003-KS10

	 	Residential Asset Securities Corp.
	 	 	11772	 	 	JPMorgan Chase Bank, N.A.
	2003-KS11

	 	Residential Asset Securities Corp.
	 	 	11800	 	 	JPMorgan Chase Bank, N.A.
	2003-KS2

	 	Residential Asset Securities Corp.
	 	 	11627	 	 	JPMorgan Chase Bank, N.A.
	2003-KS3

	 	Residential Asset Securities Corp.
	 	 	11657	 	 	JPMorgan Chase Bank, N.A.
	2003-KS4

	 	Residential Asset Securities Corp.
	 	 	11670	 	 	JPMorgan Chase Bank, N.A.
	2003-KS5

	 	Residential Asset Securities Corp.
	 	 	11683	 	 	JPMorgan Chase Bank, N.A.
	2003-KS6

	 	Residential Asset Securities Corp.
	 	 	11706	 	 	JPMorgan Chase Bank, N.A.
	2003-KS7

	 	Residential Asset Securities Corp.
	 	 	11720	 	 	JPMorgan Chase Bank, N.A.
	2003-KS8

	 	Residential Asset Securities Corp.
	 	 	11734	 	 	JPMorgan Chase Bank, N.A.
	2003-KS9

	 	Residential Asset Securities Corp.
	 	 	11750	 	 	JPMorgan Chase Bank, N.A.
	2003-QS1

	 	Residential Accredit Loans, Inc.
	 	 	11600	 	 	Deutsche Bank Trust Co. Americas
	2003-QS10

	 	Residential Accredit Loans, Inc.
	 	 	11669	 	 	Deutsche Bank Trust Co. Americas
	2003-QS11

	 	Residential Accredit Loans, Inc.
	 	 	11681	 	 	Deutsche Bank Trust Co. Americas
	2003-QS12

	 	Residential Accredit Loans, Inc.
	 	 	11682	 	 	Deutsche Bank Trust Co. Americas
	2003-QS13

	 	Residential Accredit Loans, Inc.
	 	 	11704	 	 	Deutsche Bank Trust Co. Americas
	2003-QS14

	 	Residential Accredit Loans, Inc.
	 	 	11705	 	 	Deutsche Bank Trust Co. Americas
	2003-QS15

	 	Residential Accredit Loans, Inc.
	 	 	11718	 	 	Deutsche Bank Trust Co. Americas
	2003-QS16

	 	Residential Accredit Loans, Inc.
	 	 	11719	 	 	Deutsche Bank Trust Co. Americas
	2003-QS17

	 	Residential Accredit Loans, Inc.
	 	 	11732	 	 	Deutsche Bank Trust Co. Americas
	2003-QS18

	 	Residential Accredit Loans, Inc.
	 	 	11733	 	 	Deutsche Bank Trust Co. Americas
	2003-QS19

	 	Residential Accredit Loans, Inc.
	 	 	11749	 	 	Deutsche Bank Trust Co. Americas
	2003-QS2

	 	Residential Accredit Loans, Inc.
	 	 	11610	 	 	Deutsche Bank Trust Co. Americas
	2003-QS20

	 	Residential Accredit Loans, Inc.
	 	 	11770	 	 	Deutsche Bank Trust Co. Americas
	2003-QS21

	 	Residential Accredit Loans, Inc.
	 	 	11771	 	 	Deutsche Bank Trust Co. Americas
	2003-QS22

	 	Residential Accredit Loans, Inc.
	 	 	11797	 	 	Deutsche Bank Trust Co. Americas
	2003-QS23

	 	Residential Accredit Loans, Inc.
	 	 	11798	 	 	Deutsche Bank Trust Co. Americas
	2003-QS3

	 	Residential Accredit Loans, Inc.
	 	 	11611	 	 	Deutsche Bank Trust Co. Americas
	2003-QS4

	 	Residential Accredit Loans, Inc.
	 	 	11624	 	 	Deutsche Bank Trust Co. Americas
	2003-QS5

	 	Residential Accredit Loans, Inc.
	 	 	11625	 	 	Deutsche Bank Trust Co. Americas
	2003-QS6

	 	Residential Accredit Loans, Inc.
	 	 	11626	 	 	Deutsche Bank Trust Co. Americas
	2003-QS7

	 	Residential Accredit Loans, Inc.
	 	 	11655	 	 	Deutsche Bank Trust Co. Americas
	2003-QS8

	 	Residential Accredit Loans, Inc.
	 	 	11656	 	 	Deutsche Bank Trust Co. Americas
	2003-QS9

	 	Residential Accredit Loans, Inc.
	 	 	11668	 	 	Deutsche Bank Trust Co. Americas
	2003-RM1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11629	 	 	Deutsche Bank Trust Co. Americas
	2003-RM2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11672	 	 	Deutsche Bank Trust Co. Americas
	2003-RP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11659	 	 	JPMorgan Chase Bank, N.A.
	2003-RP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11722	 	 	JPMorgan Chase Bank, N.A.
	2003-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11612	 	 	JPMorgan Chase Bank, N.A.
	2003-RS10

	 	Residential Asset Mortgage Products, Inc.
	 	 	11773	 	 	JPMorgan Chase Bank, N.A.
	2003-RS11

	 	Residential Asset Mortgage Products, Inc.
	 	 	11801	 	 	JPMorgan Chase Bank, N.A.
	2003-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11630	 	 	JPMorgan Chase Bank, N.A.
	2003-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11658	 	 	JPMorgan Chase Bank, N.A.
	2003-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11671	 	 	JPMorgan Chase Bank, N.A.
	2003-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11684	 	 	JPMorgan Chase Bank, N.A.
	2003-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	11707	 	 	JPMorgan Chase Bank, N.A.






Sched. II-A-2




 









 









Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2003-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	11721	 	 	JPMorgan Chase Bank, N.A.
	2003-RS8

	 	Residential Asset Mortgage Products, Inc.
	 	 	11735	 	 	JPMorgan Chase Bank, N.A.
	2003-RS9

	 	Residential Asset Mortgage Products, Inc.
	 	 	11751	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11602	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11628	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11685	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11736	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11802	 	 	JPMorgan Chase Bank, N.A.
	2003-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11599	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S10

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11678	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S11

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11679	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S12

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11677	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S13

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11680	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S14

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11703	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S15

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11717	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S16

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11730	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S17

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11731	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S18

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11747	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S19

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11748	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11608	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S20

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11796	 	 	JPMorgan Chase Bank, N.A.
	2003-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11609	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11622	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11623	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11653	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11666	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11667	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11654	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11774	 	 	JPMorgan Chase Bank, N.A.
	2004-HI1

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11850	 	 	JPMorgan Chase Bank, N.A.
	2004-HI2

	 	Home Loan Trust 2004-HI2
	 	 	11898	 	 	JPMorgan Chase Bank, N.A.
	2004-HI3

	 	Home Loan Trust 2004-HI3
	 	 	11942	 	 	JPMorgan Chase Bank, N.A.
	2004-HS1

	 	Home Equity Loan Trust 2004-HS1
	 	 	11848	 	 	JPMorgan Chase Bank, N.A.
	2004-HS2

	 	Home Equity Loan Trust 2004-HS2
	 	 	11896	 	 	JPMorgan Chase Bank, N.A.
	2004-HS3

	 	Home Equity Loan Trust 2004-HS3
	 	 	11944	 	 	JPMorgan Chase Bank, N.A.
	2004-KR1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11841	 	 	JPMorgan Chase Bank, N.A.
	2004-KR2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11928	 	 	JPMorgan Chase Bank, N.A.
	2004-KS1

	 	Residential Asset Securities Corp.
	 	 	11820	 	 	JPMorgan Chase Bank, N.A.
	2004-KS10

	 	Residential Asset Securities Corp.
	 	 	11946	 	 	JPMorgan Chase Bank, N.A.
	2004-KS11

	 	Residential Asset Securities Corp.
	 	 	11970	 	 	JPMorgan Chase Bank, N.A.
	2004-KS12

	 	Residential Asset Securities Corp.
	 	 	11995	 	 	U.S. Bank, N.A.
	2004-KS2

	 	Residential Asset Securities Corp.
	 	 	11825	 	 	JPMorgan Chase Bank, N.A.
	2004-KS3

	 	Residential Asset Securities Corp.
	 	 	11835	 	 	JPMorgan Chase Bank, N.A.
	2004-KS4

	 	Residential Asset Securities Corp.
	 	 	11854	 	 	JPMorgan Chase Bank, N.A.
	2004-KS5

	 	Residential Asset Securities Corp.
	 	 	11865	 	 	JPMorgan Chase Bank, N.A.
	2004-KS6

	 	Residential Asset Securities Corp.
	 	 	11882	 	 	JPMorgan Chase Bank, N.A.
	2004-KS7

	 	Residential Asset Securities Corp.
	 	 	11904	 	 	JPMorgan Chase Bank, N.A.
	2004-KS8

	 	Residential Asset Securities Corp.
	 	 	11912	 	 	JPMorgan Chase Bank, N.A.
	2004-KS9

	 	Residential Asset Securities Corp.
	 	 	11924	 	 	JPMorgan Chase Bank, N.A.
	2004-PS1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11963	 	 	U.S. Bank, N.A.
	2004-QA5

	 	Residential Accredit Loans, Inc.
	 	 	11969	 	 	Deutsche Bank Trust Co. Americas
	2004-QA6

	 	Residential Accredit Loans, Inc.
	 	 	11994	 	 	Deutsche Bank Trust Co. Americas
	2004-QS1

	 	Residential Accredit Loans, Inc.
	 	 	11819	 	 	Deutsche Bank Trust Co. Americas
	2004-QS10

	 	Residential Accredit Loans, Inc.
	 	 	11903	 	 	Deutsche Bank Trust Co. Americas
	2004-QS11

	 	Residential Accredit Loans, Inc.
	 	 	11914	 	 	Deutsche Bank Trust Co. Americas
	2004-QS12

	 	Residential Accredit Loans, Inc.
	 	 	11933	 	 	Deutsche Bank Trust Co. Americas
	2004-QS13

	 	Residential Accredit Loans, Inc.
	 	 	11934	 	 	Deutsche Bank Trust Co. Americas
	2004-QS14

	 	Residential Accredit Loans, Inc.
	 	 	11945	 	 	Deutsche Bank Trust Co. Americas
	2004-QS15

	 	Residential Accredit Loans, Inc.
	 	 	11968	 	 	Deutsche Bank Trust Co. Americas






Sched. II-A-3




 









 








Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2004-QS16

	 	Residential Accredit Loans, Inc.
	 	 	11998	 	 	Deutsche Bank Trust Co. Americas
	2004-QS2

	 	Residential Accredit Loans, Inc.
	 	 	11830	 	 	Deutsche Bank Trust Co. Americas
	2004-QS3

	 	Residential Accredit Loans, Inc.
	 	 	11845	 	 	Deutsche Bank Trust Co. Americas
	2004-QS4

	 	Residential Accredit Loans, Inc.
	 	 	11846	 	 	Deutsche Bank Trust Co. Americas
	2004-QS5

	 	Residential Accredit Loans, Inc.
	 	 	11859	 	 	Deutsche Bank Trust Co. Americas
	2004-QS6

	 	Residential Accredit Loans, Inc.
	 	 	11863	 	 	Deutsche Bank Trust Co. Americas
	2004-QS7

	 	Residential Accredit Loans, Inc.
	 	 	11864	 	 	Deutsche Bank Trust Co. Americas
	2004-QS8

	 	Residential Accredit Loans, Inc.
	 	 	11879	 	 	Deutsche Bank Trust Co. Americas
	2004-QS9

	 	Residential Accredit Loans, Inc.
	 	 	11880	 	 	Deutsche Bank Trust Co. Americas
	2004-RP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11826	 	 	JPMorgan Chase Bank, N.A.
	2004-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11821	 	 	JPMorgan Chase Bank, N.A.
	2004-RS10

	 	Residential Asset Mortgage Products, Inc.
	 	 	11947	 	 	JPMorgan Chase Bank, N.A.
	2004-RS11

	 	Residential Asset Mortgage Products, Inc.
	 	 	11971	 	 	JPMorgan Chase Bank, N.A.
	2004-RS12

	 	Residential Asset Mortgage Products, Inc.
	 	 	11996	 	 	JPMorgan Chase Bank, N.A.
	2004-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11827	 	 	JPMorgan Chase Bank, N.A.
	2004-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11839	 	 	JPMorgan Chase Bank, N.A.
	2004-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11855	 	 	JPMorgan Chase Bank, N.A.
	2004-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11866	 	 	JPMorgan Chase Bank, N.A.
	2004-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	11885	 	 	JPMorgan Chase Bank, N.A.
	2004-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	11905	 	 	JPMorgan Chase Bank, N.A.
	2004-RS8

	 	Residential Asset Mortgage Products, Inc.
	 	 	11915	 	 	JPMorgan Chase Bank, N.A.
	2004-RS9

	 	Residential Asset Mortgage Products, Inc.
	 	 	11925	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11840	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11883	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11926	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11997	 	 	JPMorgan Chase Bank, N.A.
	2004-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11828	 	 	JPMorgan Chase Bank, N.A.
	2004-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11836	 	 	JPMorgan Chase Bank, N.A.
	2004-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11837	 	 	JPMorgan Chase Bank, N.A.
	2004-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11853	 	 	JPMorgan Chase Bank, N.A.
	2004-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11862	 	 	JPMorgan Chase Bank, N.A.
	2004-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11877	 	 	JPMorgan Chase Bank, N.A.
	2004-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11902	 	 	U.S. Bank, N.A.
	2004-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11923	 	 	U.S. Bank, N.A.
	2004-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11991	 	 	U.S. Bank, N.A.
	2004-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11878	 	 	JPMorgan Chase Bank, N.A.
	2004-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11842	 	 	Deutsche Bank Trust Co. Americas
	2004-SL2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11884	 	 	Deutsche Bank Trust Co. Americas
	2004-SL3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11927	 	 	Deutsche Bank Trust Co. Americas
	2004-SL4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11985	 	 	Deutsche Bank Trust Co. Americas
	2004-SP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11886	 	 	JPMorgan Chase Bank, N.A.
	2004-SP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11906	 	 	JPMorgan Chase Bank, N.A.
	2004-SP3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11957	 	 	JPMorgan Chase Bank, N.A.
	2005-AHL1

	 	Residential Asset Securities Corp.
	 	 	12152	 	 	U.S. Bank, N.A.
	2005-AHL2

	 	Residential Asset Securities Corp.
	 	 	12176	 	 	U.S. Bank, N.A.
	2005-AHL3

	 	Residential Asset Securities Corp.
	 	 	12190	 	 	U.S. Bank, N.A.
	2005-EFC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12082	 	 	U.S. Bank, N.A.
	2005-EFC2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12128	 	 	U.S. Bank, N.A.
	2005-EFC3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12149	 	 	U.S. Bank, N.A.
	2005-EFC4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12162	 	 	U.S. Bank, N.A.
	2005-EFC5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12177	 	 	U.S. Bank, N.A.
	2005-EFC6

	 	Residential Asset Mortgage Products, Inc.
	 	 	12192	 	 	U.S. Bank, N.A.
	2005-EFC7

	 	Residential Asset Mortgage Products, Inc.
	 	 	12207	 	 	U.S. Bank, N.A.
	2005-EMX1

	 	Residential Asset Securities Corp.
	 	 	12025	 	 	U.S. Bank, N.A.
	2005-EMX2

	 	Residential Asset Securities Corp.
	 	 	12102	 	 	U.S. Bank, N.A.
	2005-EMX3

	 	Residential Asset Securities Corp.
	 	 	12158	 	 	U.S. Bank, N.A.
	2005-EMX4

	 	Residential Asset Securities Corp.
	 	 	12181	 	 	U.S. Bank, N.A.
	2005-EMX5

	 	Residential Asset Securities Corp.
	 	 	12205	 	 	U.S. Bank, N.A.
	2005-HI1

	 	Home Loan Trust 2005-HI1
	 	 	12013	 	 	JPMorgan Chase Bank, N.A.






Sched. II-A-4




 









 








Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2005-HI2

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	12112	 	 	JPMorgan Chase Bank, N.A.
	2005-HI3

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	12180	 	 	JPMorgan Chase Bank, N.A.
	2005-HS1

	 	Home Equity Loan Trust 2005-HS1
	 	 	12169	 	 	JPMorgan Chase Bank, N.A.
	2005-HS2

	 	Home Equity Loan Trust 2005-HS2
	 	 	12200	 	 	JPMorgan Chase Bank, N.A.
	2005-HSA1

	 	Home Equity Loan Trust 2005-HSA1
	 	 	12209	 	 	JPMorgan Chase Bank, N.A.
	2005-KS1

	 	Residential Asset Securities Corp.
	 	 	12005	 	 	U.S. Bank, N.A.
	2005-KS10

	 	Residential Asset Securities Corp.
	 	 	12175	 	 	U.S. Bank, N.A.
	2005-KS11

	 	Residential Asset Securities Corp.
	 	 	12201	 	 	U.S. Bank, N.A.
	2005-KS12

	 	Residential Asset Securities Corp.
	 	 	12218	 	 	U.S. Bank, N.A.
	2005-KS2

	 	Residential Asset Securities Corp.
	 	 	12024	 	 	U.S. Bank, N.A.
	2005-KS3

	 	Residential Asset Securities Corp.
	 	 	12050	 	 	U.S. Bank, N.A.
	2005-KS4

	 	Residential Asset Securities Corp.
	 	 	12057	 	 	U.S. Bank, N.A.
	2005-KS5

	 	Residential Asset Securities Corp.
	 	 	12081	 	 	U.S. Bank, N.A.
	2005-KS6

	 	Residential Asset Securities Corp.
	 	 	12101	 	 	U.S. Bank, N.A.
	2005-KS7

	 	Residential Asset Securities Corp.
	 	 	12129	 	 	U.S. Bank, N.A.
	2005-KS8

	 	Residential Asset Securities Corp.
	 	 	12148	 	 	U.S. Bank, N.A.
	2005-KS9

	 	Residential Asset Securities Corp.
	 	 	12154	 	 	U.S. Bank, N.A.
	2005-NC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12216	 	 	U.S. Bank, N.A.
	2005-QA1

	 	Residential Accredit Loans, Inc.
	 	 	12004	 	 	Deutsche Bank Trust Co. Americas
	2005-QA10

	 	Residential Accredit Loans, Inc.
	 	 	12153	 	 	Deutsche Bank Trust Co. Americas
	2005-QA11

	 	Residential Accredit Loans, Inc.
	 	 	12173	 	 	Deutsche Bank Trust Co. Americas
	2005-QA12

	 	Residential Accredit Loans, Inc.
	 	 	12198	 	 	Deutsche Bank Trust Co. Americas
	2005-QA13

	 	Residential Accredit Loans, Inc.
	 	 	12214	 	 	Deutsche Bank Trust Co. Americas
	2005-QA2

	 	Residential Accredit Loans, Inc.
	 	 	12022	 	 	Deutsche Bank Trust Co. Americas
	2005-QA3

	 	Residential Accredit Loans, Inc.
	 	 	12044	 	 	Deutsche Bank Trust Co. Americas
	2005-QA4

	 	Residential Accredit Loans, Inc.
	 	 	12055	 	 	Deutsche Bank Trust Co. Americas
	2005-QA5

	 	Residential Accredit Loans, Inc.
	 	 	12056	 	 	Deutsche Bank Trust Co. Americas
	2005-QA6

	 	Residential Accredit Loans, Inc.
	 	 	12079	 	 	Deutsche Bank Trust Co. Americas
	2005-QA7

	 	Residential Accredit Loans, Inc.
	 	 	12100	 	 	Deutsche Bank Trust Co. Americas
	2005-QA8

	 	Residential Accredit Loans, Inc.
	 	 	12127	 	 	Deutshce Bank Trust Co. Americas
	2005-QA9

	 	Residential Accredit Loans, Inc.
	 	 	12146	 	 	Deutsche Bank Trust Co. Americas
	2005-QS1

	 	Residential Accredit Loans, Inc.
	 	 	12002	 	 	Deutsche Bank Trust Co. Americas
	2005-QS10

	 	Residential Accredit Loans, Inc.
	 	 	12125	 	 	Deutsche Bank Trust Co. Americas
	2005-QS11

	 	Residential Accredit Loans, Inc.
	 	 	12126	 	 	Deutsche Bank Trust Co. Americas
	2005-QS12

	 	Residential Accredit Loans, Inc.
	 	 	12144	 	 	Deutsche Bank Trust Co. Americas
	2005-QS13

	 	Residential Accredit Loans, Inc.
	 	 	12157	 	 	Deutsche Bank Trust Co. Americas
	2005-QS14

	 	Residential Accredit Loans, Inc.
	 	 	12156	 	 	Deutsche Bank Trust Co. Americas
	2005-QS15

	 	Residential Accredit Loans, Inc.
	 	 	12172	 	 	Deutsche Bank Trust Co. Americas
	2005-QS16

	 	Residential Accredit Loans, Inc.
	 	 	12188	 	 	Deutsche Bank Trust Co. Americas
	2005-QS17

	 	Residential Accredit Loans, Inc.
	 	 	12211	 	 	Deutsche Bank Trust Co. Americas
	2005-QS2

	 	Residential Accredit Loans, Inc.
	 	 	12023	 	 	Deutsche Bank Trust Co. Americas
	2005-QS3

	 	Residential Accredit Loans, Inc.
	 	 	12043	 	 	Deutsche Bank Trust Co. Americas
	2005-QS4

	 	Residential Accredit Loans, Inc.
	 	 	12053	 	 	Deutsche Bank Trust Co. Americas
	2005-QS5

	 	Residential Accredit Loans, Inc.
	 	 	12054	 	 	Deutsche Bank Trust Co. Americas
	2005-QS6

	 	Residential Accredit Loans, Inc.
	 	 	12078	 	 	Deutsche Bank Trust Co. Americas
	2005-QS7

	 	Residential Accredit Loans, Inc.
	 	 	12097	 	 	Deutsche Bank Trust Co. Americas
	2005-QS8

	 	Residential Accredit Loans, Inc.
	 	 	12098	 	 	Deutsche Bank Trust Co. Americas
	2005-QS9

	 	Residential Accredit Loans, Inc.
	 	 	12099	 	 	Deutsche Bank Trust Co. Americas
	2005-RP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12001	 	 	JPMorgan Chase Bank, N.A.
	2005-RP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12132	 	 	JPMorgan Chase Bank, N.A.
	2005-RP3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12194	 	 	JPMorgan Chase Bank, N.A.
	2005-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12006	 	 	JPMorgan Chase Bank, N.A.
	2005-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12026	 	 	JPMorgan Chase Bank, N.A.
	2005-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12049	 	 	JPMorgan Chase Bank, N.A.
	2005-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12058	 	 	JPMorgan Chase Bank, N.A.
	2005-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12085	 	 	JPMorgan Chase Bank, N.A.
	2005-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	12103	 	 	JPMorgan Chase Bank, N.A.
	2005-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	12131	 	 	JPMorgan Chase Bank, N.A.
	2005-RS8

	 	Residential Asset Mortgage Products, Inc.
	 	 	12155	 	 	JPMorgan Chase Bank, N.A.






Sched. II-A-5




 









 








Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2005-RS9

	 	Residential Asset Mortgage Products, Inc.
	 	 	12193	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12045	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12130	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12161	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12191	 	 	JPMorgan Chase Bank, N.A.
	2005-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12020	 	 	U.S. Bank, N.A.
	2005-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12041	 	 	U.S. Bank, N.A.
	2005-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12042	 	 	U.S. Bank, N.A.
	2005-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12076	 	 	U.S. Bank, N.A.
	2005-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12122	 	 	U.S. Bank, N.A.
	2005-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12143	 	 	U.S. Bank, N.A.
	2005-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12186	 	 	U.S. Bank, N.A.
	2005-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12187	 	 	U.S. Bank, N.A.
	2005-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12210	 	 	U.S. Bank, N.A.
	2005-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12021	 	 	U.S. Bank, N.A.
	2005-SA2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12077	 	 	U.S. Bank, N.A.
	2005-SA3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12124	 	 	U.S. Bank, N.A.
	2005-SA4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12145	 	 	U.S. Bank, N.A.
	2005-SA5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12171	 	 	U.S. Bank, N.A.
	2005-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12040	 	 	Deutsche Bank Trust Co. Americas
	2005-SL2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12092	 	 	Deutsche Bank Trust Co. Americas
	2005-SP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12074	 	 	JPMorgan Chase Bank, N.A.
	2005-SP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12075	 	 	JPMorgan Chase Bank, N.A.
	2005-SP3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12206	 	 	JPMorgan Chase Bank, N.A.
	2006-EFC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12234	 	 	U.S. Bank, N.A.
	2006-EFC2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12481	 	 	U.S. Bank, N.A.
	2006-EMX1

	 	Residential Asset Securities Corp.
	 	 	12225	 	 	U.S. Bank, N.A.
	2006-EMX2

	 	Residential Asset Securities Corp.
	 	 	12240	 	 	U.S. Bank, N.A.
	2006-EMX3

	 	Residential Asset Securities Corp.
	 	 	12288	 	 	U.S. Bank, N.A.
	2006-EMX4

	 	Residential Asset Securities Corp.
	 	 	12312	 	 	U.S. Bank, N.A.
	2006-EMX5

	 	Residential Asset Securities Corp.
	 	 	12338	 	 	U.S. Bank, N.A.
	2006-EMX6

	 	Residential Asset Securities Corp.
	 	 	12361	 	 	U.S. Bank, N.A.
	2006-EMX7

	 	Residential Asset Securities Corp.
	 	 	12388	 	 	U.S. Bank, N.A.
	2006-EMX8

	 	Residential Asset Securities Corp.
	 	 	12425	 	 	U.S. Bank, N.A.
	2006-EMX9

	 	Residential Asset Securities Corp.
	 	 	12445	 	 	U.S. Bank, N.A.
	2006-HSA3

	 	Home Equity Loan Trust 2006-HSA3
	 	 	12322	 	 	JPMorgan Chase Bank, N.A.
	2006-HSA4

	 	Home Equity Loan Trust 2006-HSA4
	 	 	12377	 	 	JPMorgan Chase Bank, N.A.
	2006-HSA5

	 	Home Equity Loan Trust 2006-HSA5
	 	 	12428	 	 	JPMorgan Chase Bank, N.A.
	2006-KS1

	 	Residential Asset Securities Corp.
	 	 	12229	 	 	U.S. Bank, N.A.
	2006-KS2

	 	Residential Asset Securities Corp.
	 	 	12244	 	 	U.S. Bank, N.A.
	2006-KS3

	 	Residential Asset Securities Corp.
	 	 	12273	 	 	U.S. Bank, N.A.
	2006-KS4

	 	Residential Asset Securities Corp.
	 	 	12324	 	 	U.S. Bank, N.A.
	2006-KS5

	 	Residential Asset Securities Corp.
	 	 	12348	 	 	U.S. Bank, N.A.
	2006-KS6

	 	Residential Asset Securities Corp.
	 	 	12360	 	 	U.S. Bank, N.A.
	2006-KS7

	 	Residential Asset Securities Corp.
	 	 	12392	 	 	U.S. Bank, N.A.
	2006-KS8

	 	Residential Asset Securities Corp.
	 	 	12429	 	 	U.S. Bank, N.A.
	2006-KS9

	 	Residential Asset Securities Corp.
	 	 	12444	 	 	U.S. Bank, N.A.
	2006-NC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12232	 	 	U.S. Bank, N.A.
	2006-NC2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12253	 	 	U.S. Bank, N.A.
	2006-NC3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12272	 	 	U.S. Bank, N.A.
	2006-QA1

	 	Residential Accredit Loans, Inc.
	 	 	12235	 	 	Deutsche Bank Trust Co. Americas
	2006-QA10

	 	Residential Accredit Loans, Inc.
	 	 	12454	 	 	Deutsche Bank Trust Co. Americas
	2006-QA11

	 	Residential Accredit Loans, Inc.
	 	 	12491	 	 	Deutsche Bank Trust Co. Americas
	2006-QA2

	 	Residential Accredit Loans, Inc.
	 	 	12248	 	 	U.S. Bank, N.A.
	2006-QA3

	 	Residential Accredit Loans, Inc.
	 	 	12294	 	 	Deutsche Bank Trust Co. Americas
	2006-QA4

	 	Residential Accredit Loans, Inc.
	 	 	12314	 	 	Deutsche Bank Trust Co. Americas
	2006-QA5

	 	Residential Accredit Loans, Inc.
	 	 	12344	 	 	Deutsche Bank Trust Co. Americas
	2006-QA6

	 	Residential Accredit Loans, Inc.
	 	 	12366	 	 	Deutsche Bank Trust Co. Americas
	2006-QA7

	 	Residential Accredit Loans, Inc.
	 	 	12386	 	 	Deutsche Bank Trust Co. Americas






Sched. II-A-6




 









 








Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2006-QA8

	 	Residential Accredit Loans, Inc.
	 	 	12409	 	 	Deutsche Bank Trust Co. Americas
	2006-QA9

	 	Residential Accredit Loans, Inc.
	 	 	12437	 	 	Deutsche Bank Trust Co. Americas
	2006-QS1

	 	Residential Accredit Loans, Inc.
	 	 	12226	 	 	Deutsche Bank Trust Co. Americas
	2006-QS10

	 	Residential Accredit Loans, Inc.
	 	 	12393	 	 	Deutsche Bank Trust Co. Americas
	2006-QS11

	 	Residential Accredit Loans, Inc.
	 	 	12387	 	 	Deutsche Bank Trust Co. Americas
	2006-QS12

	 	Residential Accredit Loans, Inc.
	 	 	12413	 	 	Deutsche Bank Trust Co. Americas
	2006-QS13

	 	Residential Accredit Loans, Inc.
	 	 	12414	 	 	Deutsche Bank Trust Co. Americas
	2006-QS14

	 	Residential Accredit Loans, Inc.
	 	 	12435	 	 	Deutsche Bank Trust Co. Americas
	2006-QS15

	 	Residential Accredit Loans, Inc.
	 	 	12447	 	 	Deutsche Bank Trust Co. Americas
	2006-QS16

	 	Residential Accredit Loans, Inc.
	 	 	12457	 	 	Deutsche Bank Trust Co. Americas
	2006-QS17

	 	Residential Accredit Loans, Inc.
	 	 	12501	 	 	Deutsche Bank Trust Co. Americas
	2006-QS18

	 	Residential Accredit Loans, Inc.
	 	 	12500	 	 	Deutsche Bank Trust Co. Americas
	2006-QS2

	 	Residential Accredit Loans, Inc.
	 	 	12242	 	 	U.S. Bank, N.A.
	2006-QS3

	 	Residential Accredit Loans, Inc.
	 	 	12267	 	 	Deutsche Bank Trust Co. Americas
	2006-QS4

	 	Residential Accredit Loans, Inc.
	 	 	12300	 	 	Deutsche Bank Trust Co. Americas
	2006-QS5

	 	Residential Accredit Loans, Inc.
	 	 	12310	 	 	Deutsche Bank Trust Co. Americas
	2006-QS6

	 	Residential Accredit Loans, Inc.
	 	 	12340	 	 	Deutsche Bank Trust Co. Americas
	2006-QS7

	 	Residential Accredit Loans, Inc.
	 	 	12337	 	 	Deutsche Bank Trust Co. Americas
	2006-QS8

	 	Residential Accredit Loans, Inc.
	 	 	12365	 	 	Deutsche Bank Trust Co. Americas
	2006-QS9

	 	Residential Accredit Loans, Inc.
	 	 	12364	 	 	Deutsche Bank Trust Co. Americas
	2006-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12228	 	 	JPMorgan Chase Bank, N.A.
	2006-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12252	 	 	JPMorgan Chase Bank, N.A.
	2006-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12307	 	 	JPMorgan Chase Bank, N.A.
	2006-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12336	 	 	JPMorgan Chase Bank, N.A.
	2006-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12391	 	 	JPMorgan Chase Bank, N.A.
	2006-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	12446	 	 	U.S. Bank, N.A.
	2006-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12251	 	 	JPMorgan Chase Bank, N.A.
	2006-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12293	 	 	JPMorgan Chase Bank, N.A.
	2006-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12372	 	 	JPMorgan Chase Bank, N.A.
	2006-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12415	 	 	JPMorgan Chase Bank, N.A.
	2006-RZ5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12490	 	 	U.S. Bank, N.A.
	2006-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12227	 	 	U.S. Bank, N.A.
	2006-S10

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12438	 	 	U.S. Bank, N.A.
	2006-S11

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12460	 	 	U.S. Bank, N.A.
	2006-S12

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12494	 	 	U.S. Bank, N.A.
	2006-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12243	 	 	U.S. Bank, N.A.
	2006-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12271	 	 	U.S. Bank, N.A.
	2006-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12298	 	 	U.S. Bank, N.A.
	2006-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12341	 	 	U.S. Bank, N.A.
	2006-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12362	 	 	U.S. Bank, N.A.
	2006-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12389	 	 	U.S. Bank, N.A.
	2006-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12422	 	 	U.S. Bank, N.A.
	2006-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12423	 	 	U.S. Bank, N.A.
	2006-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12233	 	 	U.S. Bank, N.A.
	2006-SA2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12408	 	 	U.S. Bank, N.A.
	2006-SA3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12390	 	 	U.S. Bank, N.A.
	2006-SA4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12442	 	 	U.S. Bank, N.A.
	2006-SP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12246	 	 	JPMorgan Chase Bank, N.A.
	2007-EMX1

	 	Residential Asset Securities Corp.
	 	 	12563	 	 	U.S. Bank, N.A.
	2007-HI1

	 	Home Loan Trust 2007-HI1
	 	 	12568	 	 	LaSalle Bank, N.A.
	2007-HSA1

	 	Home Equity Loan Trust 2007-HSA1
	 	 	12554	 	 	LaSalle Bank, N.A.
	2007-HSA2

	 	Home Equity Loan Trust 2007-HSA2
	 	 	12582	 	 	LaSalle Bank, N.A.
	2007-HSA3

	 	Home Equity Loan Trust 2007-HSA3
	 	 	12619	 	 	LaSalle Bank, N.A.
	2007-KS1

	 	Residential Asset Securities Corp.
	 	 	12531	 	 	U.S. Bank, N.A.
	2007-KS2

	 	Residential Asset Securities Corp.
	 	 	12542	 	 	U.S. Bank, N.A.
	2007-KS3

	 	Residential Asset Securities Corp.
	 	 	12577	 	 	U.S. Bank, N.A.
	2007-KS4

	 	Residential Asset Securities Corp.
	 	 	12594	 	 	LaSalle Bank, N.A.
	2007-QA1

	 	Residential Accredit Loans, Inc.
	 	 	12520	 	 	Deutsche Bank Trust Co. Americas
	2007-QA2

	 	Residential Accredit Loans, Inc.
	 	 	12545	 	 	Deutsche Bank Trust Co. Americas






Sched. II-A-7




 









 








Schedule II-A: Master Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2007-QA3

	 	Residential Accredit Loans, Inc.
	 	 	12585	 	 	Deutsche Bank Trust Co. Americas
	2007-QA4

	 	Residential Accredit Loans, Inc.
	 	 	12613	 	 	Deutsche Bank Trust Co. Americas
	2007-QS1

	 	Residential Accredit Loans, Inc.
	 	 	12523	 	 	Deutsche Bank Trust Co. Americas
	2007-QS2

	 	Residential Accredit Loans, Inc.
	 	 	12525	 	 	Deutsche Bank Trust Co. Americas
	2007-QS3

	 	Residential Accredit Loans, Inc.
	 	 	12550	 	 	Deutsche Bank Trust Co. Americas
	2007-QS4

	 	Residential Accredit Loans, Inc.
	 	 	12569	 	 	Deutsche Bank Trust Co. Americas
	2007-QS5

	 	Residential Accredit Loans, Inc.
	 	 	12576	 	 	Deutsche Bank Trust Co. Americas
	2007-QS6

	 	Residential Accredit Loans, Inc.
	 	 	12592	 	 	Deutsche Bank Trust Co. Americas
	2007-QS7

	 	Residential Accredit Loans, Inc.
	 	 	12608	 	 	Deutsche Bank Trust Co. Americas
	2007-QS8

	 	Residential Accredit Loans, Inc.
	 	 	12632	 	 	Deutsche Bank Trust Co. Americas
	2007-QS9

	 	Residential Accredit Loans, Inc.
	 	 	12650	 	 	Deutsche Bank Trust Co. Americas
	2007-RP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12521	 	 	LaSalle Bank, N.A.
	2007-RP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12555	 	 	LaSalle Bank, N.A.
	2007-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12553	 	 	LaSalle Bank, N.A.
	2007-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12600	 	 	LaSalle Bank, N.A.
	2007-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12539	 	 	LaSalle Bank, N.A.
	2007-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12530	 	 	U.S. Bank, N.A.
	2007-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12549	 	 	U.S. Bank, N.A.
	2007-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12574	 	 	U.S. Bank, N.A.
	2007-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12590	 	 	Deutsche Bank Trust Co. Americas
	2007-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12609	 	 	Deutsche Bank Trust Co. Americas
	2007-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12630	 	 	U.S. Bank, N.A.
	2007-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12653	 	 	U.S. Bank, N.A.
	2007-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12666	 	 	U.S. Bank, N.A.
	2007-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12699	 	 	U.S. Bank, N.A.
	2007-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12524	 	 	U.S. Bank, N.A.
	2007-SA2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12570	 	 	U.S. Bank, N.A.
	2007-SA3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12626	 	 	U.S. Bank, N.A.






Sched. II-A-8




 









 








Schedule II-B: Master Servicing Whole Loan Sales, with RFC as servicer




	 	 	 	 	 	 	 
	Series Name	 	Seller	 	Deal ID
	1995-WH14

	 	Residential Funding Company, LLC
	 	 	696	 
	1995-WH5

	 	Residential Funding Company, LLC
	 	 	425	 
	1996-WH10

	 	Residential Funding Company, LLC
	 	 	636	 
	1996-WH7

	 	Residential Funding Company, LLC
	 	 	588	 
	1997-NWH3

	 	Residential Funding Company, LLC
	 	 	1014	 
	1997-NWH6

	 	Residential Funding Company, LLC
	 	 	1084	 
	1997-WH14A

	 	Residential Funding Company, LLC
	 	 	1113	 
	1998-NWH2

	 	Residential Funding Company, LLC
	 	 	1131	 
	1998-NWH4

	 	Residential Funding Company, LLC
	 	 	1353	 
	1998-NWH5A

	 	Residential Funding Company, LLC
	 	 	1434	 
	1998-WH10

	 	Residential Funding Company, LLC
	 	 	1437	 
	1998-WH9 I

	 	Residential Funding Company, LLC
	 	 	1453	 
	1998-WH9 II

	 	Residential Funding Company, LLC
	 	 	1454	 
	1999-NWH1

	 	Residential Funding Company, LLC
	 	 	2813	 
	1999-NWH2

	 	Residential Funding Company, LLC
	 	 	3434	 
	1999-NWH3

	 	Residential Funding Company, LLC
	 	 	3594	 
	1999-NWH4A

	 	Residential Funding Company, LLC
	 	 	3656	 
	1999-NWH4C

	 	Residential Funding Company, LLC
	 	 	3676	 
	1999-NWH5A

	 	Residential Funding Company, LLC
	 	 	3694	 
	1999-NWH5B

	 	Residential Funding Company, LLC
	 	 	3696	 
	1999-WH14

	 	Residential Funding Company, LLC
	 	 	3374	 
	1999-WH2

	 	Residential Funding Company, LLC
	 	 	2495	 
	2000-NWH1

	 	Residential Funding Company, LLC
	 	 	4302	 
	2000-NWH6A

	 	Residential Funding Company, LLC
	 	 	5402	 
	2000-NWH6B

	 	Residential Funding Company, LLC
	 	 	5422	 
	2000-PTWH2

	 	Residential Funding Company, LLC
	 	 	5042	 
	2000-QWH1

	 	Residential Funding Company, LLC
	 	 	4132	 
	2000-WH4

	 	Residential Funding Company, LLC
	 	 	4442	 
	2001-CWH1

	 	Residential Funding Company, LLC
	 	 	8262	 
	2001-NWH1

	 	Residential Funding Company, LLC
	 	 	6102	 
	2001-NWH5

	 	Residential Funding Company, LLC
	 	 	7082	 
	2001-NWH9

	 	Residential Funding Company, LLC
	 	 	7602	 
	2001-PTWH11

	 	Residential Funding Company, LLC
	 	 	7242	 
	2001-PTWH12

	 	Residential Funding Company, LLC
	 	 	7422	 
	2001-PTWH14

	 	Residential Funding Company, LLC
	 	 	7322	 
	2001-PTWH16

	 	Residential Funding Company, LLC
	 	 	7782	 
	2001-PTWH17

	 	Residential Funding Company, LLC
	 	 	7482	 
	2001-PTWH19

	 	Residential Funding Company, LLC
	 	 	8202	 
	2001-PTWH4

	 	Residential Funding Company, LLC
	 	 	6182	 
	2001-PTWH7

	 	Residential Funding Company, LLC
	 	 	6202	 
	2001-WH3A

	 	Residential Funding Company, LLC
	 	 	5742	 
	2002-HWH4

	 	Residential Funding Company, LLC
	 	 	11596	 
	2002-NWH1

	 	Residential Funding Company, LLC
	 	 	11304	 
	2002-NWH2

	 	Residential Funding Company, LLC
	 	 	11302	 
	2002-NWH3

	 	Residential Funding Company, LLC
	 	 	11563	 
	2002-NWH4

	 	Residential Funding Company, LLC
	 	 	11587	 
	2002-PTWH1

	 	Residential Funding Company, LLC
	 	 	10502	 
	2002-PTWH10

	 	Residential Funding Company, LLC
	 	 	11420	 
	2002-PTWH15

	 	Residential Funding Company, LLC
	 	 	11472	 
	2002-PTWH16

	 	Residential Funding Company, LLC
	 	 	11499	 
	2002-PTWH19

	 	Residential Funding Company, LLC
	 	 	11477	 
	2002-PTWH20

	 	Residential Funding Company, LLC
	 	 	11501	 
	2002-PTWH24

	 	Residential Funding Company, LLC
	 	 	11504	 






Sched. II-B-1




 









 








Schedule II-B: Master Servicing Whole Loan Sales, with RFC as servicer




	 	 	 	 	 	 	 
	Series Name	 	Seller	 	Deal ID
	2002-PTWH28

	 	Residential Funding Company, LLC
	 	 	11517	 
	2002-PTWH4

	 	Residential Funding Company, LLC
	 	 	10742	 
	2002-PTWH41

	 	Residential Funding Company, LLC
	 	 	11554	 
	2002-PTWH42

	 	Residential Funding Company, LLC
	 	 	11565	 
	2002-PTWH44

	 	Residential Funding Company, LLC
	 	 	11588	 
	2002-PTWH5

	 	Residential Funding Company, LLC
	 	 	11264	 
	2002-WH14

	 	Residential Funding Company, LLC
	 	 	11475	 
	2002-WH17

	 	Residential Funding Company, LLC
	 	 	11498	 
	2002-WH19

	 	Residential Funding Company, LLC
	 	 	11513	 
	2002-WH21

	 	Residential Funding Company, LLC
	 	 	11529	 
	2002-WH22

	 	Residential Funding Company, LLC
	 	 	11548	 
	2002-WH25

	 	Residential Funding Company, LLC
	 	 	11559	 
	2002-WH26

	 	Residential Funding Company, LLC
	 	 	11550	 
	2002-WH27

	 	Residential Funding Company, LLC
	 	 	11551	 
	2002-WH28

	 	Residential Funding Company, LLC
	 	 	11560	 
	2002-WH29

	 	Residential Funding Company, LLC
	 	 	11583	 
	2002-WH32

	 	Residential Funding Company, LLC
	 	 	11585	 
	2002-WH33

	 	Residential Funding Company, LLC
	 	 	11562	 
	2003-NWH1

	 	Residential Funding Company, LLC
	 	 	11640	 
	2003-NWH2

	 	Residential Funding Company, LLC
	 	 	11641	 
	2003-PTWH11

	 	Residential Funding Company, LLC
	 	 	11637	 
	2003-PTWH14

	 	Residential Funding Company, LLC
	 	 	11674	 
	2003-PTWH15

	 	Residential Funding Company, LLC
	 	 	11675	 
	2003-PTWH17

	 	Residential Funding Company, LLC
	 	 	11713	 
	2003-PTWH18

	 	Residential Funding Company, LLC
	 	 	11690	 
	2003-PTWH19

	 	Residential Funding Company, LLC
	 	 	11689	 
	2003-PTWH21

	 	Residential Funding Company, LLC
	 	 	11694	 
	2003-PTWH24

	 	Residential Funding Company, LLC
	 	 	11740	 
	2003-PTWH25

	 	Residential Funding Company, LLC
	 	 	11756	 
	2003-PTWH27

	 	Residential Funding Company, LLC
	 	 	11758	 
	2003-PTWH28

	 	Residential Funding Company, LLC
	 	 	11766	 
	2003-PTWH4

	 	Residential Funding Company, LLC
	 	 	11616	 
	2003-WH1

	 	Residential Funding Company, LLC
	 	 	11603	 
	2003-WH10

	 	Residential Funding Company, LLC
	 	 	11661	 
	2003-WH12

	 	Residential Funding Company, LLC
	 	 	11633	 
	2003-WH13

	 	Residential Funding Company, LLC
	 	 	11638	 
	2003-WH15

	 	Residential Funding Company, LLC
	 	 	11663	 
	2003-WH18

	 	Residential Funding Company, LLC
	 	 	11687	 
	2003-WH19

	 	Residential Funding Company, LLC
	 	 	11688	 
	2003-WH20

	 	Residential Funding Company, LLC
	 	 	11708	 
	2003-WH22

	 	Residential Funding Company, LLC
	 	 	11723	 
	2003-WH24

	 	Residential Funding Company, LLC
	 	 	11724	 
	2003-WH26

	 	Residential Funding Company, LLC
	 	 	11712	 
	2003-WH27

	 	Residential Funding Company, LLC
	 	 	11737	 
	2003-WH28

	 	Residential Funding Company, LLC
	 	 	11725	 
	2003-WH3

	 	Residential Funding Company, LLC
	 	 	11607	 
	2003-WH30

	 	Residential Funding Company, LLC
	 	 	11752	 
	2003-WH31

	 	Residential Funding Company, LLC
	 	 	11753	 
	2003-WH35

	 	Residential Funding Company, LLC
	 	 	11776	 
	2003-WH36

	 	Residential Funding Company, LLC
	 	 	11777	 
	2003-WH39

	 	Residential Funding Company, LLC
	 	 	11804	 
	2003-WH5

	 	Residential Funding Company, LLC
	 	 	11613	 
	2003-WH6

	 	Residential Funding Company, LLC
	 	 	11631	 






Sched. II-B-2




 









 








Schedule II-B: Master Servicing Whole Loan Sales, with RFC as servicer




	 	 	 	 	 	 	 
	Series Name	 	Seller	 	Deal ID
	2003-WH8

	 	Residential Funding Company, LLC
	 	 	11660	 
	2003-WH9

	 	Residential Funding Company, LLC
	 	 	11620	 
	2004-NWH2

	 	Residential Funding Company, LLC
	 	 	11931	 
	2004-PTWH10

	 	Residential Funding Company, LLC
	 	 	11956	 
	2004-PTWH12

	 	Residential Funding Company, LLC
	 	 	11973	 
	2004-PTWH13

	 	Residential Funding Company, LLC
	 	 	11983	 
	2004-PTWH2

	 	Residential Funding Company, LLC
	 	 	11868	 
	2004-PTWH3

	 	Residential Funding Company, LLC
	 	 	11869	 
	2004-PTWH5

	 	Residential Funding Company, LLC
	 	 	11891	 
	2004-PTWH6

	 	Residential Funding Company, LLC
	 	 	11892	 
	2004-PTWH7

	 	Residential Funding Company, LLC
	 	 	11922	 
	2004-PTWH8

	 	Residential Funding Company, LLC
	 	 	11932	 
	2004-PTWH9

	 	Residential Funding Company, LLC
	 	 	11936	 
	2004-QWH4

	 	Residential Funding Company, LLC
	 	 	11962	 
	2004-QWH5

	 	Residential Funding Company, LLC
	 	 	11964	 
	2004-WH1

	 	Residential Funding Company, LLC
	 	 	11822	 
	2004-WH12

	 	Residential Funding Company, LLC
	 	 	11916	 
	2004-WH13

	 	Residential Funding Company, LLC
	 	 	11909	 
	2004-WH16

	 	Residential Funding Company, LLC
	 	 	11951	 
	2004-WH17

	 	Residential Funding Company, LLC
	 	 	11930	 
	2004-WH18

	 	Residential Funding Company, LLC
	 	 	11965	 
	2004-WH19

	 	Residential Funding Company, LLC
	 	 	11966	 
	2004-WH21

	 	Residential Funding Company, LLC
	 	 	11967	 
	2004-WH22

	 	Residential Funding Company, LLC
	 	 	11990	 
	2004-WH24

	 	Residential Funding Company, LLC
	 	 	11992	 
	2004-WH5

	 	Residential Funding Company, LLC
	 	 	11856	 
	2004-WH7

	 	Residential Funding Company, LLC
	 	 	11867	 
	2005-HWH1

	 	Residential Funding Company, LLC
	 	 	12019	 
	2005-HWH11

	 	Residential Funding Company, LLC
	 	 	12115	 
	2005-HWH12

	 	Residential Funding Company, LLC
	 	 	12114	 
	2005-HWH13

	 	Residential Funding Company, LLC
	 	 	12199	 
	2005-HWH6

	 	Residential Funding Company, LLC
	 	 	12066	 
	2005-HWH7

	 	Residential Funding Company, LLC
	 	 	12067	 
	2005-NWH1

	 	Residential Funding Company, LLC
	 	 	12048	 
	2005-NWH2

	 	Residential Funding Company, LLC
	 	 	12096	 
	2005-QWH1

	 	Residential Funding Company, LLC
	 	 	12010	 
	2005-QWH12

	 	Residential Funding Company, LLC
	 	 	12197	 
	2005-QWH13

	 	Residential Funding Company, LLC
	 	 	12217	 
	2005-QWH7

	 	Residential Funding Company, LLC
	 	 	12142	 
	2005-QWH8

	 	Residential Funding Company, LLC
	 	 	12138	 
	2005-WH1

	 	Residential Funding Company, LLC
	 	 	12007	 
	2005-WH10

	 	Residential Funding Company, LLC
	 	 	12047	 
	2005-WH11

	 	Residential Funding Company, LLC
	 	 	12059	 
	2005-WH12

	 	Residential Funding Company, LLC
	 	 	12060	 
	2005-WH13

	 	Residential Funding Company, LLC
	 	 	12061	 
	2005-WH15

	 	Residential Funding Company, LLC
	 	 	12062	 
	2005-WH16

	 	Residential Funding Company, LLC
	 	 	12080	 
	2005-WH18

	 	Residential Funding Company, LLC
	 	 	12093	 
	2005-WH19

	 	Residential Funding Company, LLC
	 	 	12094	 
	2005-WH20

	 	Residential Funding Company, LLC
	 	 	12123	 
	2005-WH21

	 	Residential Funding Company, LLC
	 	 	12139	 
	2005-WH24

	 	Residential Funding Company, LLC
	 	 	12160	 
	2005-WH25A

	 	Residential Funding Company, LLC
	 	 	12163	 






Sched. II-B-3




 









 









Schedule II-B: Master Servicing Whole Loan Sales, with RFC as servicer




	 	 	 	 	 	 	 
	Series Name	 	Seller	 	Deal ID
	2005-WH25B

	 	Residential Funding Company, LLC
	 	 	12165	 
	2005-WH26

	 	Residential Funding Company, LLC
	 	 	12151	 
	2005-WH27

	 	Residential Funding Company, LLC
	 	 	12159	 
	2005-WH28A

	 	Residential Funding Company, LLC
	 	 	12167	 
	2005-WH28B

	 	Residential Funding Company, LLC
	 	 	12168	 
	2005-WH29

	 	Residential Funding Company, LLC
	 	 	12178	 
	2005-WH3

	 	Residential Funding Company, LLC
	 	 	12008	 
	2005-WH30

	 	Residential Funding Company, LLC
	 	 	12195	 
	2005-WH32

	 	Residential Funding Company, LLC
	 	 	12196	 
	2005-WH33

	 	Residential Funding Company, LLC
	 	 	12215	 
	2005-WH4

	 	Residential Funding Company, LLC
	 	 	12009	 
	2005-WH9

	 	Residential Funding Company, LLC
	 	 	12046	 
	2006-HWH10

	 	Residential Funding Company, LLC
	 	 	12333	 
	2006-HWH12

	 	Residential Funding Company, LLC
	 	 	12354	 
	2006-HWH19

	 	Residential Funding Company, LLC
	 	 	12510	 
	2006-HWH4

	 	Residential Funding Company, LLC
	 	 	12286	 
	2006-HWH6

	 	Residential Funding Company, LLC
	 	 	12329	 
	2006-QWH10

	 	Residential Funding Company, LLC
	 	 	12275	 
	2006-QWH11

	 	Residential Funding Company, LLC
	 	 	12299	 
	2006-QWH14

	 	Residential Funding Company, LLC
	 	 	12284	 
	2006-QWH17

	 	Residential Funding Company, LLC
	 	 	12345	 
	2006-QWH18

	 	Residential Funding Company, LLC
	 	 	12351	 
	2006-QWH20

	 	Residential Funding Company, LLC
	 	 	12368	 
	2006-QWH21

	 	Residential Funding Company, LLC
	 	 	12411	 
	2006-QWH22

	 	Residential Funding Company, LLC
	 	 	12412	 
	2006-QWH4

	 	Residential Funding Company, LLC
	 	 	12254	 
	2006-QWH5

	 	Residential Funding Company, LLC
	 	 	12250	 
	2006-QWH6

	 	Residential Funding Company, LLC
	 	 	12268	 
	2006-QWH8

	 	Residential Funding Company, LLC
	 	 	12276	 
	2006-QWH9

	 	Residential Funding Company, LLC
	 	 	12274	 
	2006-WH1

	 	Residential Funding Company, LLC
	 	 	12223	 
	2006-WH11

	 	Residential Funding Company, LLC
	 	 	12349	 
	2006-WH12

	 	Residential Funding Company, LLC
	 	 	12317	 
	2006-WH17

	 	Residential Funding Company, LLC
	 	 	12371	 
	2006-WH2

	 	Residential Funding Company, LLC
	 	 	12255	 
	2006-WH21

	 	Residential Funding Company, LLC
	 	 	12440	 
	2006-WH24

	 	Residential Funding Company, LLC
	 	 	12492	 
	2006-WH5

	 	Residential Funding Company, LLC
	 	 	12279	 
	2007-HWH2

	 	Residential Funding Company, LLC
	 	 	12518	 
	2007-HWH3

	 	Residential Funding Company, LLC
	 	 	12562	 
	2007-HWH6

	 	Residential Funding Company, LLC
	 	 	12622	 
	2007-QRWH1

	 	Residential Funding Company, LLC
	 	 	12532	 
	2007-QWH4

	 	Residential Funding Company, LLC
	 	 	12558	 
	2007-WH12

	 	Residential Funding Company, LLC
	 	 	12704	 
	2007-WH12B

	 	Residential Funding Company, LLC
	 	 	12709	 
	2007-WH3

	 	Residential Funding Company, LLC
	 	 	12596	 
	2007-WH6

	 	Residential Funding Company, LLC
	 	 	12658	 
	2007-WH7

	 	Residential Funding Company, LLC
	 	 	12690	 






Sched. II-B-4




 









 








Schedule II-C: Primary Servicing Whole Loan Sales, with RFC as servicer




	 	 	 	 	 	 	 
	Series Name	 	Seller	Deal ID
	1994-WH16D

	 	Residential Funding Company, LLC
	 	 	554	 
	1995-WH14

	 	Residential Funding Company, LLC
	 	 	696	 
	1995-WH5

	 	Residential Funding Company, LLC
	 	 	425	 
	1997-NWH6

	 	Residential Funding Company, LLC
	 	 	1084	 
	1998-NWH2

	 	Residential Funding Company, LLC
	 	 	1131	 
	1998-NWH4

	 	Residential Funding Company, LLC
	 	 	1353	 
	1998-NWH5A

	 	Residential Funding Company, LLC
	 	 	1434	 
	1998-WH10

	 	Residential Funding Company, LLC
	 	 	1437	 
	1998-WH9 II

	 	Residential Funding Company, LLC
	 	 	1454	 
	1999-NWH1

	 	Residential Funding Company, LLC
	 	 	2813	 
	1999-NWH2

	 	Residential Funding Company, LLC
	 	 	3434	 
	1999-NWH4A

	 	Residential Funding Company, LLC
	 	 	3656	 
	1999-NWH5B

	 	Residential Funding Company, LLC
	 	 	3696	 
	1999-WH14

	 	Residential Funding Company, LLC
	 	 	3374	 
	2000-NWH1

	 	Residential Funding Company, LLC
	 	 	4302	 
	2000-NWH6A

	 	Residential Funding Company, LLC
	 	 	5402	 
	2001-CWH1

	 	Residential Funding Company, LLC
	 	 	8262	 
	2001-NWH1

	 	Residential Funding Company, LLC
	 	 	6102	 
	2001-NWH9

	 	Residential Funding Company, LLC
	 	 	7602	 
	2002-HWH4

	 	Residential Funding Company, LLC
	 	 	11596	 
	2002-NWH1

	 	Residential Funding Company, LLC
	 	 	11304	 
	2002-NWH2

	 	Residential Funding Company, LLC
	 	 	11302	 
	2002-NWH3

	 	Residential Funding Company, LLC
	 	 	11563	 
	2002-NWH4

	 	Residential Funding Company, LLC
	 	 	11587	 
	2002-WH14

	 	Residential Funding Company, LLC
	 	 	11475	 
	2002-WH17

	 	Residential Funding Company, LLC
	 	 	11498	 
	2002-WH19

	 	Residential Funding Company, LLC
	 	 	11513	 
	2002-WH21

	 	Residential Funding Company, LLC
	 	 	11529	 
	2002-WH22

	 	Residential Funding Company, LLC
	 	 	11548	 
	2002-WH25

	 	Residential Funding Company, LLC
	 	 	11559	 
	2002-WH26

	 	Residential Funding Company, LLC
	 	 	11550	 
	2002-WH27

	 	Residential Funding Company, LLC
	 	 	11551	 
	2002-WH28

	 	Residential Funding Company, LLC
	 	 	11560	 
	2002-WH29

	 	Residential Funding Company, LLC
	 	 	11583	 
	2002-WH32

	 	Residential Funding Company, LLC
	 	 	11585	 
	2002-WH33

	 	Residential Funding Company, LLC
	 	 	11562	 
	2003-HWH1

	 	Residential Funding Company, LLC
	 	 	11812	 
	2003-NWH1

	 	Residential Funding Company, LLC
	 	 	11640	 
	2003-WH1

	 	Residential Funding Company, LLC
	 	 	11603	 
	2003-WH10

	 	Residential Funding Company, LLC
	 	 	11661	 
	2003-WH12

	 	Residential Funding Company, LLC
	 	 	11633	 
	2003-WH13

	 	Residential Funding Company, LLC
	 	 	11638	 
	2003-WH15

	 	Residential Funding Company, LLC
	 	 	11663	 
	2003-WH18

	 	Residential Funding Company, LLC
	 	 	11687	 
	2003-WH19

	 	Residential Funding Company, LLC
	 	 	11688	 
	2003-WH20

	 	Residential Funding Company, LLC
	 	 	11708	 
	2003-WH22

	 	Residential Funding Company, LLC
	 	 	11723	 
	2003-WH24

	 	Residential Funding Company, LLC
	 	 	11724	 
	2003-WH26

	 	Residential Funding Company, LLC
	 	 	11712	 
	2003-WH27

	 	Residential Funding Company, LLC
	 	 	11737	 
	2003-WH28

	 	Residential Funding Company, LLC
	 	 	11725	 
	2003-WH3

	 	Residential Funding Company, LLC
	 	 	11607	 
	2003-WH30

	 	Residential Funding Company, LLC
	 	 	11752	 






Sched. II-C-1




 









 








Schedule II-C: Primary Servicing Whole Loan Sales, with RFC as servicer




	 	 	 	 	 	 	 
	Series Name	 	Seller	 	Deal ID
	2003-WH31

	 	Residential Funding Company, LLC
	 	 	11753	 
	2003-WH35

	 	Residential Funding Company, LLC
	 	 	11776	 
	2003-WH36

	 	Residential Funding Company, LLC
	 	 	11777	 
	2003-WH39

	 	Residential Funding Company, LLC
	 	 	11804	 
	2003-WH5

	 	Residential Funding Company, LLC
	 	 	11613	 
	2003-WH6

	 	Residential Funding Company, LLC
	 	 	11631	 
	2003-WH9

	 	Residential Funding Company, LLC
	 	 	11620	 
	2004-NWH1

	 	Residential Funding Company, LLC
	 	 	11889	 
	2004-NWH2

	 	Residential Funding Company, LLC
	 	 	11931	 
	2004-QWH4

	 	Residential Funding Company, LLC
	 	 	11962	 
	2004-QWH5

	 	Residential Funding Company, LLC
	 	 	11964	 
	2004-QWH6

	 	Residential Funding Company, LLC
	 	 	11993	 
	2004-WH1

	 	Residential Funding Company, LLC
	 	 	11822	 
	2004-WH12

	 	Residential Funding Company, LLC
	 	 	11916	 
	2004-WH13

	 	Residential Funding Company, LLC
	 	 	11909	 
	2004-WH16

	 	Residential Funding Company, LLC
	 	 	11951	 
	2004-WH17

	 	Residential Funding Company, LLC
	 	 	11930	 
	2004-WH18

	 	Residential Funding Company, LLC
	 	 	11965	 
	2004-WH19

	 	Residential Funding Company, LLC
	 	 	11966	 
	2004-WH21

	 	Residential Funding Company, LLC
	 	 	11967	 
	2004-WH22

	 	Residential Funding Company, LLC
	 	 	11990	 
	2004-WH24

	 	Residential Funding Company, LLC
	 	 	11992	 
	2004-WH5

	 	Residential Funding Company, LLC
	 	 	11856	 
	2004-WH7

	 	Residential Funding Company, LLC
	 	 	11867	 
	2005-HWH1

	 	Residential Funding Company, LLC
	 	 	12019	 
	2005-HWH11

	 	Residential Funding Company, LLC
	 	 	12115	 
	2005-HWH12

	 	Residential Funding Company, LLC
	 	 	12114	 
	2005-HWH13

	 	Residential Funding Company, LLC
	 	 	12199	 
	2005-HWH6

	 	Residential Funding Company, LLC
	 	 	12066	 
	2005-HWH7

	 	Residential Funding Company, LLC
	 	 	12067	 
	2005-NWH1

	 	Residential Funding Company, LLC
	 	 	12048	 
	2005-NWH2

	 	Residential Funding Company, LLC
	 	 	12096	 
	2005-QWH1

	 	Residential Funding Company, LLC
	 	 	12010	 
	2005-QWH12

	 	Residential Funding Company, LLC
	 	 	12197	 
	2005-QWH13

	 	Residential Funding Company, LLC
	 	 	12217	 
	2005-QWH5

	 	Residential Funding Company, LLC
	 	 	12095	 
	2005-QWH7

	 	Residential Funding Company, LLC
	 	 	12142	 
	2005-QWH8

	 	Residential Funding Company, LLC
	 	 	12138	 
	2005-WH1

	 	Residential Funding Company, LLC
	 	 	12007	 
	2005-WH10

	 	Residential Funding Company, LLC
	 	 	12047	 
	2005-WH11

	 	Residential Funding Company, LLC
	 	 	12059	 
	2005-WH12

	 	Residential Funding Company, LLC
	 	 	12060	 
	2005-WH13

	 	Residential Funding Company, LLC
	 	 	12061	 
	2005-WH15

	 	Residential Funding Company, LLC
	 	 	12062	 
	2005-WH16

	 	Residential Funding Company, LLC
	 	 	12080	 
	2005-WH18

	 	Residential Funding Company, LLC
	 	 	12093	 
	2005-WH19

	 	Residential Funding Company, LLC
	 	 	12094	 
	2005-WH20

	 	Residential Funding Company, LLC
	 	 	12123	 
	2005-WH21

	 	Residential Funding Company, LLC
	 	 	12139	 
	2005-WH24

	 	Residential Funding Company, LLC
	 	 	12160	 
	2005-WH25A

	 	Residential Funding Company, LLC
	 	 	12163	 
	2005-WH25B

	 	Residential Funding Company, LLC
	 	 	12165	 
	2005-WH26

	 	Residential Funding Company, LLC
	 	 	12151	 






Sched. II-C-2




 









 








Schedule II-C: Primary Servicing Whole Loan Sales, with RFC as servicer




	 	 	 	 	 	 	 
	Series Name	 	Seller	 	Deal ID
	2005-WH27

	 	Residential Funding Company, LLC
	 	 	12159	 
	2005-WH28A

	 	Residential Funding Company, LLC
	 	 	12167	 
	2005-WH29

	 	Residential Funding Company, LLC
	 	 	12178	 
	2005-WH3

	 	Residential Funding Company, LLC
	 	 	12008	 
	2005-WH30

	 	Residential Funding Company, LLC
	 	 	12195	 
	2005-WH32

	 	Residential Funding Company, LLC
	 	 	12196	 
	2005-WH33

	 	Residential Funding Company, LLC
	 	 	12215	 
	2005-WH4

	 	Residential Funding Company, LLC
	 	 	12009	 
	2005-WH9

	 	Residential Funding Company, LLC
	 	 	12046	 
	2006-HWH10

	 	Residential Funding Company, LLC
	 	 	12333	 
	2006-HWH12

	 	Residential Funding Company, LLC
	 	 	12354	 
	2006-HWH19

	 	Residential Funding Company, LLC
	 	 	12510	 
	2006-HWH4

	 	Residential Funding Company, LLC
	 	 	12286	 
	2006-HWH6

	 	Residential Funding Company, LLC
	 	 	12329	 
	2006-KWH1

	 	Residential Funding Company, LLC
	 	 	12309	 
	2006-KWH3

	 	Residential Funding Company, LLC
	 	 	12496	 
	2006-QWH10

	 	Residential Funding Company, LLC
	 	 	12275	 
	2006-QWH11

	 	Residential Funding Company, LLC
	 	 	12299	 
	2006-QWH14

	 	Residential Funding Company, LLC
	 	 	12284	 
	2006-QWH17

	 	Residential Funding Company, LLC
	 	 	12345	 
	2006-QWH18

	 	Residential Funding Company, LLC
	 	 	12351	 
	2006-QWH20

	 	Residential Funding Company, LLC
	 	 	12368	 
	2006-QWH21

	 	Residential Funding Company, LLC
	 	 	12411	 
	2006-QWH22

	 	Residential Funding Company, LLC
	 	 	12412	 
	2006-QWH23

	 	Residential Funding Company, LLC
	 	 	12448	 
	2006-QWH4

	 	Residential Funding Company, LLC
	 	 	12254	 
	2006-QWH5

	 	Residential Funding Company, LLC
	 	 	12250	 
	2006-QWH6

	 	Residential Funding Company, LLC
	 	 	12268	 
	2006-QWH8

	 	Residential Funding Company, LLC
	 	 	12276	 
	2006-QWH9

	 	Residential Funding Company, LLC
	 	 	12274	 
	2006-WH1

	 	Residential Funding Company, LLC
	 	 	12223	 
	2006-WH11

	 	Residential Funding Company, LLC
	 	 	12349	 
	2006-WH12

	 	Residential Funding Company, LLC
	 	 	12317	 
	2006-WH14

	 	Residential Funding Company, LLC
	 	 	12352	 
	2006-WH14B

	 	Residential Funding Company, LLC
	 	 	12359	 
	2006-WH14C

	 	Residential Funding Company, LLC
	 	 	12379	 
	2006-WH17

	 	Residential Funding Company, LLC
	 	 	12371	 
	2006-WH2

	 	Residential Funding Company, LLC
	 	 	12255	 
	2006-WH21

	 	Residential Funding Company, LLC
	 	 	12440	 
	2006-WH24

	 	Residential Funding Company, LLC
	 	 	12492	 
	2006-WH5

	 	Residential Funding Company, LLC
	 	 	12279	 
	2006-WH7

	 	Residential Funding Company, LLC
	 	 	12301	 
	2007-HWH2

	 	Residential Funding Company, LLC
	 	 	12518	 
	2007-HWH3

	 	Residential Funding Company, LLC
	 	 	12562	 
	2007-HWH6

	 	Residential Funding Company, LLC
	 	 	12622	 
	2007-QRWH1

	 	Residential Funding Company, LLC
	 	 	12532	 
	2007-QWH3

	 	Residential Funding Company, LLC
	 	 	12557	 
	2007-QWH4

	 	Residential Funding Company, LLC
	 	 	12558	 
	2007-WH12

	 	Residential Funding Company, LLC
	 	 	12704	 
	2007-WH3

	 	Residential Funding Company, LLC
	 	 	12596	 
	2007-WH6

	 	Residential Funding Company, LLC
	 	 	12658	 
	2007-WH7

	 	Residential Funding Company, LLC
	 	 	12690	 






Sched. II-C-3




 









 








Schedule II-D: Primary Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	1999-QS4

	 	Residential Accredit Loans, Inc.
	 	 	2713	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	1999-RS1

	 	Residential Asset Securities Corp.
	 	 	2774	 	 	JPMorgan Chase Bank f/k/a First National Bank of Chicago
	2001-KS1

	 	Residential Asset Securities Corp.
	 	 	5982	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-KS2

	 	Residential Asset Securities Corp.
	 	 	7162	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-KS3

	 	Residential Asset Securities Corp.
	 	 	7842	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS13

	 	Residential Accredit Loans, Inc.
	 	 	7682	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS16

	 	Residential Accredit Loans, Inc.
	 	 	8082	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS17

	 	Residential Accredit Loans, Inc.
	 	 	8102	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS18

	 	Residential Accredit Loans, Inc.
	 	 	8282	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-QS19

	 	Residential Accredit Loans, Inc.
	 	 	8322	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2001-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	6002	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	6402	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	7922	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-HI4

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11537	 	 	JPMorgan Chase Bank, N.A.
	2002-HI5

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11598	 	 	JPMorgan Chase Bank, N.A.
	2002-HS3

	 	Home Equity Loan Trust 2002-HS3
	 	 	11539	 	 	JPMorgan Chase Bank, N.A.
	2002-KS1

	 	Residential Asset Securities Corp.
	 	 	10222	 	 	Deutsche Bank Trust Co. Americas
	2002-KS2

	 	Residential Asset Securities Corp.
	 	 	11338	 	 	Deutsche Bank Trust Co. Americas
	2002-KS4

	 	Residential Asset Securities Corp.
	 	 	11484	 	 	JPMorgan Chase Bank, N.A.
	2002-KS6

	 	Residential Asset Securities Corp.
	 	 	11527	 	 	JPMorgan Chase Bank, N.A.
	2002-KS8

	 	Residential Asset Securities Corp.
	 	 	11576	 	 	JPMorgan Chase Bank, N.A.
	2002-QS1

	 	Residential Accredit Loans, Inc.
	 	 	10282	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS10

	 	Residential Accredit Loans, Inc.
	 	 	11508	 	 	Deutsche Bank Trust Co. Americas
	2002-QS11

	 	Residential Accredit Loans, Inc.
	 	 	11509	 	 	Deutsche Bank Trust Co. Americas
	2002-QS12

	 	Residential Accredit Loans, Inc.
	 	 	11523	 	 	Deutsche Bank Trust Co. Americas
	2002-QS13

	 	Residential Accredit Loans, Inc.
	 	 	11524	 	 	Deutsche Bank Trust Co. Americas
	2002-QS14

	 	Residential Accredit Loans, Inc.
	 	 	11525	 	 	Deutsche Bank Trust Co. Americas
	2002-QS15

	 	Residential Accredit Loans, Inc.
	 	 	11543	 	 	Deutsche Bank Trust Co. Americas
	2002-QS16

	 	Residential Accredit Loans, Inc.
	 	 	11544	 	 	Deutsche Bank Trust Co. Americas
	2002-QS17

	 	Residential Accredit Loans, Inc.
	 	 	11556	 	 	Deutsche Bank Trust Co. Americas
	2002-QS18

	 	Residential Accredit Loans, Inc.
	 	 	11580	 	 	Deutsche Bank Trust Co. Americas
	2002-QS19

	 	Residential Accredit Loans, Inc.
	 	 	11581	 	 	Deutsche Bank Trust Co. Americas
	2002-QS2

	 	Residential Accredit Loans, Inc.
	 	 	10542	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS3

	 	Residential Accredit Loans, Inc.
	 	 	11122	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS4

	 	Residential Accredit Loans, Inc.
	 	 	11282	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS5

	 	Residential Accredit Loans, Inc.
	 	 	11452	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS6

	 	Residential Accredit Loans, Inc.
	 	 	11460	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS7

	 	Residential Accredit Loans, Inc.
	 	 	11469	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS8

	 	Residential Accredit Loans, Inc.
	 	 	11470	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-QS9

	 	Residential Accredit Loans, Inc.
	 	 	11497	 	 	Deutsche Bank Trust Co. Americas f/k/a Bankers Trust Co.
	2002-RP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11546	 	 	JPMorgan Chase Bank, N.A.
	2002-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	10202	 	 	JPMorgan Chase Bank, N.A.
	2002-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	10982	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11478	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11511	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11526	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	11558	 	 	JPMorgan Chase Bank, N.A.
	2002-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	11592	 	 	JPMorgan Chase Bank, N.A.
	2002-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11461	 	 	JPMorgan Chase Bank, N.A.
	2002-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11512	 	 	JPMorgan Chase Bank, N.A.
	2002-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11545	 	 	JPMorgan Chase Bank, N.A.
	2002-S11

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11507	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-S12

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11519	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-S13

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11541	 	 	Deutsche Bank Trust Co. Americas
	2002-S14

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11520	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-S15

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11521	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-S16

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11542	 	 	Deutsche Bank Trust Co. Americas
	2002-S17

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11555	 	 	Deutsche Bank Trust Co. Americas
	2002-S18

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11577	 	 	Deutsche Bank Trust Co. Americas
	2002-S19

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11578	 	 	Deutsche Bank Trust Co. Americas
	2002-S20

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11579	 	 	Deutsche Bank Trust Co. Americas
	2002-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11463	 	 	JPMorgan Chase Bank, N.A.






Sched. II-D-1




 









 








Schedule II-D: Primary Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2003-HI1

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11650	 	 	JPMorgan Chase Bank, N.A.
	2003-HI2

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11698	 	 	JPMorgan Chase Bank, N.A.
	2003-HI3

	 	Home Equity Loan Trust 2003-HI3
	 	 	11742	 	 	JPMorgan Chase Bank, N.A.
	2003-HI4

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11808	 	 	JPMorgan Chase Bank, N.A.
	2003-HS1

	 	Home Equity Loan Trust 2003-HS1
	 	 	11652	 	 	JPMorgan Chase Bank, N.A.
	2003-HS2

	 	Home Equity Loan Trust 2003-HS2
	 	 	11696	 	 	JPMorgan Chase Bank, N.A.
	2003-HS3

	 	Home Equity Loan Trust 2003-HS3
	 	 	11744	 	 	JPMorgan Chase Bank, N.A.
	2003-HS4

	 	Home Equity Loan Trust 2003-HS4
	 	 	11810	 	 	JPMorgan Chase Bank, N.A.
	2003-KS10

	 	Residential Asset Securities Corp.
	 	 	11772	 	 	JPMorgan Chase Bank, N.A.
	2003-KS11

	 	Residential Asset Securities Corp.
	 	 	11800	 	 	JPMorgan Chase Bank, N.A.
	2003-KS2

	 	Residential Asset Securities Corp.
	 	 	11627	 	 	JPMorgan Chase Bank, N.A.
	2003-KS3

	 	Residential Asset Securities Corp.
	 	 	11657	 	 	JPMorgan Chase Bank, N.A.
	2003-KS4

	 	Residential Asset Securities Corp.
	 	 	11670	 	 	JPMorgan Chase Bank, N.A.
	2003-KS5

	 	Residential Asset Securities Corp.
	 	 	11683	 	 	JPMorgan Chase Bank, N.A.
	2003-KS6

	 	Residential Asset Securities Corp.
	 	 	11706	 	 	JPMorgan Chase Bank, N.A.
	2003-KS7

	 	Residential Asset Securities Corp.
	 	 	11720	 	 	JPMorgan Chase Bank, N.A.
	2003-KS8

	 	Residential Asset Securities Corp.
	 	 	11734	 	 	JPMorgan Chase Bank, N.A.
	2003-KS9

	 	Residential Asset Securities Corp.
	 	 	11750	 	 	JPMorgan Chase Bank, N.A.
	2003-QA1

	 	Residential Accredit Loans, Inc.
	 	 	11799	 	 	Deutsche Bank Trust Co. Americas
	2003-QS1

	 	Residential Accredit Loans, Inc.
	 	 	11600	 	 	Deutsche Bank Trust Co. Americas
	2003-QS10

	 	Residential Accredit Loans, Inc.
	 	 	11669	 	 	Deutsche Bank Trust Co. Americas
	2003-QS11

	 	Residential Accredit Loans, Inc.
	 	 	11681	 	 	Deutsche Bank Trust Co. Americas
	2003-QS12

	 	Residential Accredit Loans, Inc.
	 	 	11682	 	 	Deutsche Bank Trust Co. Americas
	2003-QS13

	 	Residential Accredit Loans, Inc.
	 	 	11704	 	 	Deutsche Bank Trust Co. Americas
	2003-QS14

	 	Residential Accredit Loans, Inc.
	 	 	11705	 	 	Deutsche Bank Trust Co. Americas
	2003-QS15

	 	Residential Accredit Loans, Inc.
	 	 	11718	 	 	Deutsche Bank Trust Co. Americas
	2003-QS16

	 	Residential Accredit Loans, Inc.
	 	 	11719	 	 	Deutsche Bank Trust Co. Americas
	2003-QS17

	 	Residential Accredit Loans, Inc.
	 	 	11732	 	 	Deutsche Bank Trust Co. Americas
	2003-QS18

	 	Residential Accredit Loans, Inc.
	 	 	11733	 	 	Deutsche Bank Trust Co. Americas
	2003-QS19

	 	Residential Accredit Loans, Inc.
	 	 	11749	 	 	Deutsche Bank Trust Co. Americas
	2003-QS2

	 	Residential Accredit Loans, Inc.
	 	 	11610	 	 	Deutsche Bank Trust Co. Americas
	2003-QS20

	 	Residential Accredit Loans, Inc.
	 	 	11770	 	 	Deutsche Bank Trust Co. Americas
	2003-QS21

	 	Residential Accredit Loans, Inc.
	 	 	11771	 	 	Deutsche Bank Trust Co. Americas
	2003-QS22

	 	Residential Accredit Loans, Inc.
	 	 	11797	 	 	Deutsche Bank Trust Co. Americas
	2003-QS23

	 	Residential Accredit Loans, Inc.
	 	 	11798	 	 	Deutsche Bank Trust Co. Americas
	2003-QS3

	 	Residential Accredit Loans, Inc.
	 	 	11611	 	 	Deutsche Bank Trust Co. Americas
	2003-QS4

	 	Residential Accredit Loans, Inc.
	 	 	11624	 	 	Deutsche Bank Trust Co. Americas
	2003-QS5

	 	Residential Accredit Loans, Inc.
	 	 	11625	 	 	Deutsche Bank Trust Co. Americas
	2003-QS6

	 	Residential Accredit Loans, Inc.
	 	 	11626	 	 	Deutsche Bank Trust Co. Americas
	2003-QS7

	 	Residential Accredit Loans, Inc.
	 	 	11655	 	 	Deutsche Bank Trust Co. Americas
	2003-QS8

	 	Residential Accredit Loans, Inc.
	 	 	11656	 	 	Deutsche Bank Trust Co. Americas
	2003-QS9

	 	Residential Accredit Loans, Inc.
	 	 	11668	 	 	Deutsche Bank Trust Co. Americas
	2003-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11612	 	 	JPMorgan Chase Bank, N.A.
	2003-RS10

	 	Residential Asset Mortgage Products, Inc.
	 	 	11773	 	 	JPMorgan Chase Bank, N.A.
	2003-RS11

	 	Residential Asset Mortgage Products, Inc.
	 	 	11801	 	 	JPMorgan Chase Bank, N.A.
	2003-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11630	 	 	JPMorgan Chase Bank, N.A.
	2003-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11658	 	 	JPMorgan Chase Bank, N.A.
	2003-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11671	 	 	JPMorgan Chase Bank, N.A.
	2003-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11684	 	 	JPMorgan Chase Bank, N.A.
	2003-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	11707	 	 	JPMorgan Chase Bank, N.A.
	2003-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	11721	 	 	JPMorgan Chase Bank, N.A.
	2003-RS8

	 	Residential Asset Mortgage Products, Inc.
	 	 	11735	 	 	JPMorgan Chase Bank, N.A.
	2003-RS9

	 	Residential Asset Mortgage Products, Inc.
	 	 	11751	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11602	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11628	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11685	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11736	 	 	JPMorgan Chase Bank, N.A.
	2003-RZ5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11802	 	 	JPMorgan Chase Bank, N.A.
	2003-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11599	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S10

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11678	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S11

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11679	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S12

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11677	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.






Sched. II-D-2




 









 








Schedule II-D: Primary Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2003-S13

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11680	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S14

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11703	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S15

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11717	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S16

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11730	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S17

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11731	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S18

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11747	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S19

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11748	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11608	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S20

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11796	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11609	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11622	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11623	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11653	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11666	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11667	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11654	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11774	 	 	JPMorgan Chase Bank, N.A.
	2004-HI1

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	11850	 	 	JPMorgan Chase Bank, N.A.
	2004-HI2

	 	Home Equity Loan Trust 2004-HI2
	 	 	11898	 	 	JPMorgan Chase Bank, N.A.
	2004-HI3

	 	Home Equity Loan Trust 2004-HI3
	 	 	11942	 	 	JPMorgan Chase Bank, N.A.
	2004-HS1

	 	Home Equity Loan Trust 2004-HS1
	 	 	11848	 	 	JPMorgan Chase Bank, N.A.
	2004-HS2

	 	Home Equity Loan Trust 2004-HS2
	 	 	11896	 	 	JPMorgan Chase Bank, N.A.
	2004-HS3

	 	Home Equity Loan Trust 2004-HS3
	 	 	11944	 	 	JPMorgan Chase Bank, N.A.
	2004-KR1

	 	Residential Asset Securities Corp.
	 	 	11841	 	 	JPMorgan Chase Bank, N.A.
	2004-KR2

	 	Residential Asset Securities Corp.
	 	 	11928	 	 	JPMorgan Chase Bank, N.A.
	2004-KS1

	 	Residential Asset Securities Corp.
	 	 	11820	 	 	JPMorgan Chase Bank, N.A.
	2004-KS10

	 	Residential Asset Securities Corp.
	 	 	11946	 	 	JPMorgan Chase Bank, N.A.
	2004-KS11

	 	Residential Asset Securities Corp.
	 	 	11970	 	 	JPMorgan Chase Bank, N.A.
	2004-KS12

	 	Residential Asset Securities Corp.
	 	 	11995	 	 	U.S. Bank, N.A.
	2004-KS2

	 	Residential Asset Securities Corp.
	 	 	11825	 	 	JPMorgan Chase Bank, N.A.
	2004-KS3

	 	Residential Asset Securities Corp.
	 	 	11835	 	 	JPMorgan Chase Bank, N.A.
	2004-KS4

	 	Residential Asset Securities Corp.
	 	 	11854	 	 	JPMorgan Chase Bank, N.A.
	2004-KS5

	 	Residential Asset Securities Corp.
	 	 	11865	 	 	JPMorgan Chase Bank, N.A.
	2004-KS6

	 	Residential Asset Securities Corp.
	 	 	11882	 	 	JPMorgan Chase Bank, N.A.
	2004-KS7

	 	Residential Asset Securities Corp.
	 	 	11904	 	 	JPMorgan Chase Bank, N.A.
	2004-KS8

	 	Residential Asset Securities Corp.
	 	 	11912	 	 	JPMorgan Chase Bank, N.A.
	2004-KS9

	 	Residential Asset Securities Corp.
	 	 	11924	 	 	JPMorgan Chase Bank, N.A.
	2004-PS1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11963	 	 	U.S. Bank, N.A.
	2004-QA1

	 	Residential Accredit Loans, Inc.
	 	 	11838	 	 	Deutsche Bank Trust Co. Americas
	2004-QA2

	 	Residential Accredit Loans, Inc.
	 	 	11899	 	 	Deutsche Bank Trust Co. Americas
	2004-QA3

	 	Residential Accredit Loans, Inc.
	 	 	11913	 	 	Deutsche Bank Trust Co. Americas
	2004-QA4

	 	Residential Accredit Loans, Inc.
	 	 	11935	 	 	Deutsche Bank Trust Co. Americas
	2004-QA5

	 	Residential Accredit Loans, Inc.
	 	 	11969	 	 	Deutsche Bank Trust Co. Americas
	2004-QA6

	 	Residential Accredit Loans, Inc.
	 	 	11994	 	 	Deutsche Bank Trust Co. Americas
	2004-QS1

	 	Residential Accredit Loans, Inc.
	 	 	11819	 	 	Deutsche Bank Trust Co. Americas
	2004-QS10

	 	Residential Accredit Loans, Inc.
	 	 	11903	 	 	Deutsche Bank Trust Co. Americas
	2004-QS11

	 	Residential Accredit Loans, Inc.
	 	 	11914	 	 	Deutsche Bank Trust Co. Americas
	2004-QS12

	 	Residential Accredit Loans, Inc.
	 	 	11933	 	 	Deutsche Bank Trust Co. Americas
	2004-QS13

	 	Residential Accredit Loans, Inc.
	 	 	11934	 	 	Deutsche Bank Trust Co. Americas
	2004-QS14

	 	Residential Accredit Loans, Inc.
	 	 	11945	 	 	Deutsche Bank Trust Co. Americas
	2004-QS15

	 	Residential Accredit Loans, Inc.
	 	 	11968	 	 	Deutsche Bank Trust Co. Americas
	2004-QS16

	 	Residential Accredit Loans, Inc.
	 	 	11998	 	 	Deutsche Bank Trust Co. Americas
	2004-QS2

	 	Residential Accredit Loans, Inc.
	 	 	11830	 	 	Deutsche Bank Trust Co. Americas
	2004-QS3

	 	Residential Accredit Loans, Inc.
	 	 	11845	 	 	Deutsche Bank Trust Co. Americas
	2004-QS4

	 	Residential Accredit Loans, Inc.
	 	 	11846	 	 	Deutsche Bank Trust Co. Americas
	2004-QS5

	 	Residential Accredit Loans, Inc.
	 	 	11859	 	 	Deutsche Bank Trust Co. Americas
	2004-QS6

	 	Residential Accredit Loans, Inc.
	 	 	11863	 	 	Deutsche Bank Trust Co. Americas
	2004-QS7

	 	Residential Accredit Loans, Inc.
	 	 	11864	 	 	Deutsche Bank Trust Co. Americas
	2004-QS8

	 	Residential Accredit Loans, Inc.
	 	 	11879	 	 	Deutsche Bank Trust Co. Americas
	2004-QS9

	 	Residential Accredit Loans, Inc.
	 	 	11880	 	 	Deutsche Bank Trust Co. Americas
	2004-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11821	 	 	JPMorgan Chase Bank, N.A.
	2004-RS10

	 	Residential Asset Mortgage Products, Inc.
	 	 	11947	 	 	JPMorgan Chase Bank, N.A.






Sched. II-D-3




 









 








Schedule II-D: Primary Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2004-RS11

	 	Residential Asset Mortgage Products, Inc.
	 	 	11971	 	 	JPMorgan Chase Bank, N.A.
	2004-RS12

	 	Residential Asset Mortgage Products, Inc.
	 	 	11996	 	 	JPMorgan Chase Bank, N.A.
	2004-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11827	 	 	JPMorgan Chase Bank, N.A.
	2004-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11839	 	 	JPMorgan Chase Bank, N.A.
	2004-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11855	 	 	JPMorgan Chase Bank, N.A.
	2004-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	11866	 	 	JPMorgan Chase Bank, N.A.
	2004-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	11885	 	 	JPMorgan Chase Bank, N.A.
	2004-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	11905	 	 	JPMorgan Chase Bank, N.A.
	2004-RS8

	 	Residential Asset Mortgage Products, Inc.
	 	 	11915	 	 	JPMorgan Chase Bank, N.A.
	2004-RS9

	 	Residential Asset Mortgage Products, Inc.
	 	 	11925	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11840	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11883	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11926	 	 	JPMorgan Chase Bank, N.A.
	2004-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11997	 	 	JPMorgan Chase Bank, N.A.
	2004-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11828	 	 	JPMorgan Chase Bank, N.A.
	2004-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11836	 	 	JPMorgan Chase Bank, N.A.
	2004-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11837	 	 	JPMorgan Chase Bank, N.A.
	2004-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11853	 	 	JPMorgan Chase Bank, N.A.
	2004-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11862	 	 	JPMorgan Chase Bank, N.A.
	2004-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11877	 	 	JPMorgan Chase Bank, N.A.
	2004-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11902	 	 	U.S. Bank, N.A.
	2004-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11923	 	 	U.S. Bank, N.A.
	2004-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11991	 	 	U.S. Bank, N.A.
	2004-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	11878	 	 	JPMorgan Chase Bank, N.A.
	2004-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	11842	 	 	Deutsche Bank Trust Co. Americas
	2004-SL2

	 	Residential Asset Mortgage Products, Inc.
	 	 	11884	 	 	Deutsche Bank Trust Co. Americas
	2004-SL3

	 	Residential Asset Mortgage Products, Inc.
	 	 	11927	 	 	Deutsche Bank Trust Co. Americas
	2004-SL4

	 	Residential Asset Mortgage Products, Inc.
	 	 	11985	 	 	Deutsche Bank Trust Co. Americas
	2005-AHL1

	 	Residential Asset Securities Corp.
	 	 	12152	 	 	U.S. Bank, N.A.
	2005-AHL2

	 	Residential Asset Securities Corp.
	 	 	12176	 	 	U.S. Bank, N.A.
	2005-AHL3

	 	Residential Asset Securities Corp.
	 	 	12190	 	 	U.S. Bank, N.A.
	2005-EFC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12082	 	 	U.S. Bank, N.A.
	2005-EFC2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12128	 	 	U.S. Bank, N.A.
	2005-EFC3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12149	 	 	U.S. Bank, N.A.
	2005-EFC4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12162	 	 	U.S. Bank, N.A.
	2005-EFC5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12177	 	 	U.S. Bank, N.A.
	2005-EFC6

	 	Residential Asset Mortgage Products, Inc.
	 	 	12192	 	 	U.S. Bank, N.A.
	2005-EFC7

	 	Residential Asset Mortgage Products, Inc.
	 	 	12207	 	 	U.S. Bank, N.A.
	2005-HI1

	 	Home Equity Loan Trust 2005-HI1
	 	 	12013	 	 	JPMorgan Chase Bank, N.A.
	2005-HI2

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	12112	 	 	JPMorgan Chase Bank, N.A.
	2005-HI3

	 	Residential Funding Mortgage Securities II, Inc.
	 	 	12180	 	 	JPMorgan Chase Bank, N.A.
	2005-HS1

	 	Home Equity Loan Trust 2005-HS1
	 	 	12169	 	 	JPMorgan Chase Bank, N.A.
	2005-HS2

	 	Home Equity Loan Trust 2005-HS2
	 	 	12200	 	 	JPMorgan Chase Bank, N.A.
	2005-HSA1

	 	Home Equity Loan Trust 2005-HSA1
	 	 	12209	 	 	JPMorgan Chase Bank, N.A.
	2005-KS1

	 	Residential Asset Securities Corp.
	 	 	12005	 	 	U.S. Bank, N.A.
	2005-KS10

	 	Residential Asset Securities Corp.
	 	 	12175	 	 	U.S. Bank, N.A.
	2005-KS11

	 	Residential Asset Securities Corp.
	 	 	12201	 	 	U.S. Bank, N.A.
	2005-KS12

	 	Residential Asset Securities Corp.
	 	 	12218	 	 	U.S. Bank, N.A.
	2005-KS2

	 	Residential Asset Securities Corp.
	 	 	12024	 	 	U.S. Bank, N.A.
	2005-KS3

	 	Residential Asset Securities Corp.
	 	 	12050	 	 	U.S. Bank, N.A.
	2005-KS4

	 	Residential Asset Securities Corp.
	 	 	12057	 	 	U.S. Bank, N.A.
	2005-KS5

	 	Residential Asset Securities Corp.
	 	 	12081	 	 	U.S. Bank, N.A.
	2005-KS6

	 	Residential Asset Securities Corp.
	 	 	12101	 	 	U.S. Bank, N.A.
	2005-KS7

	 	Residential Asset Securities Corp.
	 	 	12129	 	 	U.S. Bank, N.A.
	2005-KS8

	 	Residential Asset Securities Corp.
	 	 	12148	 	 	U.S. Bank, N.A.
	2005-KS9

	 	Residential Asset Securities Corp.
	 	 	12154	 	 	U.S. Bank, N.A.
	2005-NC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12216	 	 	U.S. Bank, N.A.
	2005-QA1

	 	Residential Accredit Loans, Inc.
	 	 	12004	 	 	Deutsche Bank Trust Co. Americas
	2005-QA10

	 	Residential Accredit Loans, Inc.
	 	 	12153	 	 	Deutsche Bank Trust Co. Americas
	2005-QA11

	 	Residential Accredit Loans, Inc.
	 	 	12173	 	 	Deutsche Bank Trust Co. Americas
	2005-QA12

	 	Residential Accredit Loans, Inc.
	 	 	12198	 	 	Deutsche Bank Trust Co. Americas
	2005-QA13

	 	Residential Accredit Loans, Inc.
	 	 	12214	 	 	Deutsche Bank Trust Co. Americas






Sched. II-D-4




 









 








Schedule II-D: Primary Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2005-QA2

	 	Residential Accredit Loans, Inc.
	 	 	12022	 	 	Deutsche Bank Trust Co. Americas
	2005-QA3

	 	Residential Accredit Loans, Inc.
	 	 	12044	 	 	Deutsche Bank Trust Co. Americas
	2005-QA4

	 	Residential Accredit Loans, Inc.
	 	 	12055	 	 	Deutsche Bank Trust Co. Americas
	2005-QA5

	 	Residential Accredit Loans, Inc.
	 	 	12056	 	 	Deutsche Bank Trust Co. Americas
	2005-QA6

	 	Residential Accredit Loans, Inc.
	 	 	12079	 	 	Deutsche Bank Trust Co. Americas
	2005-QA7

	 	Residential Accredit Loans, Inc.
	 	 	12100	 	 	Deutsche Bank Trust Co. Americas
	2005-QA8

	 	Residential Accredit Loans, Inc.
	 	 	12127	 	 	Deutshce Bank Trust Co. Americas
	2005-QA9

	 	Residential Accredit Loans, Inc.
	 	 	12146	 	 	Deutsche Bank Trust Co. Americas
	2005-QS1

	 	Residential Accredit Loans, Inc.
	 	 	12002	 	 	Deutsche Bank Trust Co. Americas
	2005-QS10

	 	Residential Accredit Loans, Inc.
	 	 	12125	 	 	Deutsche Bank Trust Co. Americas
	2005-QS11

	 	Residential Accredit Loans, Inc.
	 	 	12126	 	 	Deutsche Bank Trust Co. Americas
	2005-QS12

	 	Residential Accredit Loans, Inc.
	 	 	12144	 	 	Deutsche Bank Trust Co. Americas
	2005-QS13

	 	Residential Accredit Loans, Inc.
	 	 	12157	 	 	Deutsche Bank Trust Co. Americas
	2005-QS14

	 	Residential Accredit Loans, Inc.
	 	 	12156	 	 	Deutsche Bank Trust Co. Americas
	2005-QS15

	 	Residential Accredit Loans, Inc.
	 	 	12172	 	 	Deutsche Bank Trust Co. Americas
	2005-QS16

	 	Residential Accredit Loans, Inc.
	 	 	12188	 	 	Deutsche Bank Trust Co. Americas
	2005-QS17

	 	Residential Accredit Loans, Inc.
	 	 	12211	 	 	Deutsche Bank Trust Co. Americas
	2005-QS2

	 	Residential Accredit Loans, Inc.
	 	 	12023	 	 	Deutsche Bank Trust Co. Americas
	2005-QS3

	 	Residential Accredit Loans, Inc.
	 	 	12043	 	 	Deutsche Bank Trust Co. Americas
	2005-QS4

	 	Residential Accredit Loans, Inc.
	 	 	12053	 	 	Deutsche Bank Trust Co. Americas
	2005-QS5

	 	Residential Accredit Loans, Inc.
	 	 	12054	 	 	Deutsche Bank Trust Co. Americas
	2005-QS6

	 	Residential Accredit Loans, Inc.
	 	 	12078	 	 	Deutsche Bank Trust Co. Americas
	2005-QS7

	 	Residential Accredit Loans, Inc.
	 	 	12097	 	 	Deutsche Bank Trust Co. Americas
	2005-QS8

	 	Residential Accredit Loans, Inc.
	 	 	12098	 	 	Deutsche Bank Trust Co. Americas
	2005-QS9

	 	Residential Accredit Loans, Inc.
	 	 	12099	 	 	Deutsche Bank Trust Co. Americas
	2005-RP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12001	 	 	JPMorgan Chase Bank, N.A.
	2005-RP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12132	 	 	JPMorgan Chase Bank, N.A.
	2005-RP3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12194	 	 	JPMorgan Chase Bank, N.A.
	2005-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12006	 	 	JPMorgan Chase Bank, N.A.
	2005-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12026	 	 	JPMorgan Chase Bank, N.A.
	2005-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12049	 	 	JPMorgan Chase Bank, N.A.
	2005-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12058	 	 	JPMorgan Chase Bank, N.A.
	2005-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12085	 	 	JPMorgan Chase Bank, N.A.
	2005-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	12103	 	 	JPMorgan Chase Bank, N.A.
	2005-RS7

	 	Residential Asset Mortgage Products, Inc.
	 	 	12131	 	 	JPMorgan Chase Bank, N.A.
	2005-RS8

	 	Residential Asset Mortgage Products, Inc.
	 	 	12155	 	 	JPMorgan Chase Bank, N.A.
	2005-RS9

	 	Residential Asset Mortgage Products, Inc.
	 	 	12193	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12045	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12130	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12161	 	 	JPMorgan Chase Bank, N.A.
	2005-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12191	 	 	JPMorgan Chase Bank, N.A.
	2005-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12020	 	 	U.S. Bank, N.A.
	2005-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12041	 	 	U.S. Bank, N.A.
	2005-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12042	 	 	U.S. Bank, N.A.
	2005-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12076	 	 	U.S. Bank, N.A.
	2005-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12122	 	 	U.S. Bank, N.A.
	2005-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12143	 	 	U.S. Bank, N.A.
	2005-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12186	 	 	U.S. Bank, N.A.
	2005-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12187	 	 	U.S. Bank, N.A.
	2005-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12210	 	 	U.S. Bank, N.A.
	2005-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12021	 	 	U.S. Bank, N.A.
	2005-SA2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12077	 	 	U.S. Bank, N.A.
	2005-SA3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12124	 	 	U.S. Bank, N.A.
	2005-SA4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12145	 	 	U.S. Bank, N.A.
	2005-SA5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12171	 	 	U.S. Bank, N.A.
	2005-SL1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12040	 	 	Deutsche Bank Trust Co. Americas
	2005-SL2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12092	 	 	Deutsche Bank Trust Co. Americas
	2005-SP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12075	 	 	JPMorgan Chase Bank, N.A.
	2005-SP3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12206	 	 	JPMorgan Chase Bank, N.A.
	2006-EFC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12234	 	 	U.S. Bank, N.A.
	2006-EFC2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12481	 	 	U.S. Bank, N.A.
	2006-EMX1

	 	Residential Asset Securities Corp.
	 	 	12225	 	 	U.S. Bank, N.A.






Sched. II-D-5




 









 








Schedule II-D: Primary Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2006-EMX2

	 	Residential Asset Securities Corp.
	 	 	12240	 	 	U.S. Bank, N.A.
	2006-EMX3

	 	Residential Asset Securities Corp.
	 	 	12288	 	 	U.S. Bank, N.A.
	2006-EMX4

	 	Residential Asset Securities Corp.
	 	 	12312	 	 	U.S. Bank, N.A.
	2006-EMX5

	 	Residential Asset Securities Corp.
	 	 	12338	 	 	U.S. Bank, N.A.
	2006-EMX6

	 	Residential Asset Securities Corp.
	 	 	12361	 	 	U.S. Bank, N.A.
	2006-EMX7

	 	Residential Asset Securities Corp.
	 	 	12388	 	 	U.S. Bank, N.A.
	2006-EMX8

	 	Residential Asset Securities Corp.
	 	 	12425	 	 	U.S. Bank, N.A.
	2006-EMX9

	 	Residential Asset Securities Corp.
	 	 	12445	 	 	U.S. Bank, N.A.
	2006-HSA3

	 	Home Equity Loan Trust 2006-HSA3
	 	 	12322	 	 	JPMorgan Chase Bank, N.A.
	2006-HSA4

	 	Home Equity Loan Trust 2006-HSA4
	 	 	12377	 	 	JPMorgan Chase Bank, N.A.
	2006-HSA5

	 	Home Equity Loan Trust 2006-HSA5
	 	 	12428	 	 	JPMorgan Chase Bank, N.A.
	2006-KS1

	 	Residential Asset Securities Corp.
	 	 	12229	 	 	U.S. Bank, N.A.
	2006-KS2

	 	Residential Asset Securities Corp.
	 	 	12244	 	 	U.S. Bank, N.A.
	2006-KS3

	 	Residential Asset Securities Corp.
	 	 	12273	 	 	U.S. Bank, N.A.
	2006-KS4

	 	Residential Asset Securities Corp.
	 	 	12324	 	 	U.S. Bank, N.A.
	2006-KS5

	 	Residential Asset Securities Corp.
	 	 	12348	 	 	U.S. Bank, N.A.
	2006-KS6

	 	Residential Asset Securities Corp.
	 	 	12360	 	 	U.S. Bank, N.A.
	2006-KS7

	 	Residential Asset Securities Corp.
	 	 	12392	 	 	U.S. Bank, N.A.
	2006-KS8

	 	Residential Asset Securities Corp.
	 	 	12429	 	 	U.S. Bank, N.A.
	2006-KS9

	 	Residential Asset Securities Corp.
	 	 	12444	 	 	U.S. Bank, N.A.
	2006-NC1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12232	 	 	U.S. Bank, N.A.
	2006-NC2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12253	 	 	U.S. Bank, N.A.
	2006-NC3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12272	 	 	U.S. Bank, N.A.
	2006-QA1

	 	Residential Accredit Loans, Inc.
	 	 	12235	 	 	Deutsche Bank Trust Co. Americas
	2006-QA10

	 	Residential Accredit Loans, Inc.
	 	 	12454	 	 	Deutsche Bank Trust Co. Americas
	2006-QA11

	 	Residential Accredit Loans, Inc.
	 	 	12491	 	 	Deutsche Bank Trust Co. Americas
	2006-QA2

	 	Residential Accredit Loans, Inc.
	 	 	12248	 	 	U.S. Bank, N.A.
	2006-QA3

	 	Residential Accredit Loans, Inc.
	 	 	12294	 	 	Deutsche Bank Trust Co. Americas
	2006-QA4

	 	Residential Accredit Loans, Inc.
	 	 	12314	 	 	Deutsche Bank Trust Co. Americas
	2006-QA5

	 	Residential Accredit Loans, Inc.
	 	 	12344	 	 	Deutsche Bank Trust Co. Americas
	2006-QA6

	 	Residential Accredit Loans, Inc.
	 	 	12366	 	 	Deutsche Bank Trust Co. Americas
	2006-QA7

	 	Residential Accredit Loans, Inc.
	 	 	12386	 	 	Deutsche Bank Trust Co. Americas
	2006-QA8

	 	Residential Accredit Loans, Inc.
	 	 	12409	 	 	Deutsche Bank Trust Co. Americas
	2006-QA9

	 	Residential Accredit Loans, Inc.
	 	 	12437	 	 	Deutsche Bank Trust Co. Americas
	2006-QS1

	 	Residential Accredit Loans, Inc.
	 	 	12226	 	 	Deutsche Bank Trust Co. Americas
	2006-QS10

	 	Residential Accredit Loans, Inc.
	 	 	12393	 	 	Deutsche Bank Trust Co. Americas
	2006-QS11

	 	Residential Accredit Loans, Inc.
	 	 	12387	 	 	Deutsche Bank Trust Co. Americas
	2006-QS12

	 	Residential Accredit Loans, Inc.
	 	 	12413	 	 	Deutsche Bank Trust Co. Americas
	2006-QS13

	 	Residential Accredit Loans, Inc.
	 	 	12414	 	 	Deutsche Bank Trust Co. Americas
	2006-QS14

	 	Residential Accredit Loans, Inc.
	 	 	12435	 	 	Deutsche Bank Trust Co. Americas
	2006-QS15

	 	Residential Accredit Loans, Inc.
	 	 	12447	 	 	Deutsche Bank Trust Co. Americas
	2006-QS16

	 	Residential Accredit Loans, Inc.
	 	 	12457	 	 	Deutsche Bank Trust Co. Americas
	2006-QS17

	 	Residential Accredit Loans, Inc.
	 	 	12501	 	 	Deutsche Bank Trust Co. Americas
	2006-QS18

	 	Residential Accredit Loans, Inc.
	 	 	12500	 	 	Deutsche Bank Trust Co. Americas
	2006-QS2

	 	Residential Accredit Loans, Inc.
	 	 	12242	 	 	U.S. Bank, N.A.
	2006-QS3

	 	Residential Accredit Loans, Inc.
	 	 	12267	 	 	Deutsche Bank Trust Co. Americas
	2006-QS4

	 	Residential Accredit Loans, Inc.
	 	 	12300	 	 	Deutsche Bank Trust Co. Americas
	2006-QS5

	 	Residential Accredit Loans, Inc.
	 	 	12310	 	 	Deutsche Bank Trust Co. Americas
	2006-QS6

	 	Residential Accredit Loans, Inc.
	 	 	12340	 	 	Deutsche Bank Trust Co. Americas
	2006-QS7

	 	Residential Accredit Loans, Inc.
	 	 	12337	 	 	Deutsche Bank Trust Co. Americas
	2006-QS8

	 	Residential Accredit Loans, Inc.
	 	 	12365	 	 	Deutsche Bank Trust Co. Americas
	2006-QS9

	 	Residential Accredit Loans, Inc.
	 	 	12364	 	 	Deutsche Bank Trust Co. Americas
	2006-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12228	 	 	JPMorgan Chase Bank, N.A.
	2006-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12252	 	 	JPMorgan Chase Bank, N.A.
	2006-RS3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12307	 	 	JPMorgan Chase Bank, N.A.
	2006-RS4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12336	 	 	JPMorgan Chase Bank, N.A.
	2006-RS5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12391	 	 	JPMorgan Chase Bank
	2006-RS6

	 	Residential Asset Mortgage Products, Inc.
	 	 	12446	 	 	U.S. Bank, N.A.
	2006-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12251	 	 	JPMorgan Chase Bank, N.A.
	2006-RZ2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12293	 	 	JPMorgan Chase Bank, N.A.
	2006-RZ3

	 	Residential Asset Mortgage Products, Inc.
	 	 	12372	 	 	JPMorgan Chase Bank, N.A.
	2006-RZ4

	 	Residential Asset Mortgage Products, Inc.
	 	 	12415	 	 	JPMorgan Chase Bank, N.A.






Sched. II-D-6




 









 








Schedule II-D: Primary Servicing Securitizations, with RFC as servicer




	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Trustee
	2006-RZ5

	 	Residential Asset Mortgage Products, Inc.
	 	 	12490	 	 	U.S. Bank, N.A.
	2006-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12227	 	 	U.S. Bank, N.A.
	2006-S10

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12438	 	 	U.S. Bank, N.A.
	2006-S11

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12460	 	 	U.S. Bank, N.A.
	2006-S12

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12494	 	 	U.S. Bank, N.A.
	2006-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12243	 	 	U.S. Bank, N.A.
	2006-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12271	 	 	U.S. Bank, N.A.
	2006-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12298	 	 	U.S. Bank, N.A.
	2006-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12341	 	 	U.S. Bank, N.A.
	2006-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12362	 	 	U.S. Bank, N.A.
	2006-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12389	 	 	U.S. Bank, N.A.
	2006-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12422	 	 	U.S. Bank, N.A.
	2006-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12423	 	 	U.S. Bank, N.A.
	2006-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12233	 	 	U.S. Bank, N.A.
	2006-SA3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12390	 	 	U.S. Bank, N.A.
	2006-SA4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12442	 	 	U.S. Bank, N.A.
	2006-SP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12246	 	 	JPMorgan Chase Bank, N.A.
	2007-EMX1

	 	Residential Asset Securities Corp.
	 	 	12563	 	 	U.S. Bank, N.A.
	2007-HI1

	 	Home Equity Loan Trust 2007-HI1
	 	 	12568	 	 	LaSalle Bank, N.A.
	2007-HSA1

	 	Home Equity Loan Trust 2007-HSA1
	 	 	12554	 	 	LaSalle Bank, N.A.
	2007-HSA2

	 	Home Equity Loan Trust 2007-HSA2
	 	 	12582	 	 	LaSalle Bank, N.A.
	2007-HSA3

	 	Home Equity Loan Trust 2007-HSA3
	 	 	12619	 	 	LaSalle Bank, N.A.
	2007-KS1

	 	Residential Asset Securities Corp.
	 	 	12531	 	 	U.S. Bank, N.A.
	2007-KS2

	 	Residential Asset Securities Corp.
	 	 	12542	 	 	U.S. Bank, N.A.
	2007-KS3

	 	Residential Asset Securities Corp.
	 	 	12577	 	 	U.S. Bank, N.A.
	2007-KS4

	 	Residential Asset Securities Corp.
	 	 	12594	 	 	LaSalle Bank, N.A.
	2007-QA1

	 	Residential Accredit Loans, Inc.
	 	 	12520	 	 	Deutsche Bank Trust Co. Americas
	2007-QA2

	 	Residential Accredit Loans, Inc.
	 	 	12545	 	 	Deutsche Bank Trust Co. Americas
	2007-QA3

	 	Residential Accredit Loans, Inc.
	 	 	12585	 	 	Deutsche Bank Trust Co. Americas
	2007-QA4

	 	Residential Accredit Loans, Inc.
	 	 	12613	 	 	Deutsche Bank Trust Co. Americas
	2007-QS1

	 	Residential Accredit Loans, Inc.
	 	 	12523	 	 	Deutsche Bank Trust Co. Americas
	2007-QS2

	 	Residential Accredit Loans, Inc.
	 	 	12525	 	 	Deutsche Bank Trust Co. Americas
	2007-QS3

	 	Residential Accredit Loans, Inc.
	 	 	12550	 	 	Deutsche Bank Trust Co. Americas
	2007-QS4

	 	Residential Accredit Loans, Inc.
	 	 	12569	 	 	Deutsche Bank Trust Co. Americas
	2007-QS5

	 	Residential Accredit Loans, Inc.
	 	 	12576	 	 	Deutsche Bank Trust Co. Americas
	2007-QS6

	 	Residential Accredit Loans, Inc.
	 	 	12592	 	 	Deutsche Bank Trust Co. Americas
	2007-QS7

	 	Residential Accredit Loans, Inc.
	 	 	12608	 	 	Deutsche Bank Trust Co. Americas
	2007-QS8

	 	Residential Accredit Loans, Inc.
	 	 	12632	 	 	Deutsche Bank Trust Co. Americas
	2007-QS9

	 	Residential Accredit Loans, Inc.
	 	 	12650	 	 	Deutsche Bank Trust Co. Americas
	2007-RP1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12521	 	 	LaSalle Bank, N.A.
	2007-RP2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12555	 	 	LaSalle Bank, N.A.
	2007-RS1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12553	 	 	LaSalle Bank, N.A.
	2007-RS2

	 	Residential Asset Mortgage Products, Inc.
	 	 	12600	 	 	LaSalle Bank, N.A.
	2007-RZ1

	 	Residential Asset Mortgage Products, Inc.
	 	 	12539	 	 	LaSalle Bank, N.A.
	2007-S1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12530	 	 	U.S. Bank, N.A.
	2007-S2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12549	 	 	U.S. Bank, N.A.
	2007-S3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12574	 	 	U.S. Bank, N.A.
	2007-S4

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12590	 	 	Deutsche Bank Trust Co. Americas
	2007-S5

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12609	 	 	Deutsche Bank Trust Co. Americas
	2007-S6

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12630	 	 	U.S. Bank, N.A.
	2007-S7

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12653	 	 	U.S. Bank, N.A.
	2007-S8

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12666	 	 	U.S. Bank, N.A.
	2007-S9

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12699	 	 	U.S. Bank, N.A.
	2007-SA1

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12524	 	 	U.S. Bank, N.A.
	2007-SA2

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12570	 	 	U.S. Bank, N.A.
	2007-SA3

	 	Residential Funding Mortgage Securities I, Inc.
	 	 	12626	 	 	U.S. Bank, N.A.






Sched. II-D-7




 









 








Schedule II-E: None




Sched. II-E-1




 









 








Schedule II-F: Home Equity Securitizations, with GMAC Mortgage as servicer




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Name	 	Issuer	 	Deal ID	 	Investor No.	 	Trustee
	2000-HE2

	 	GMACM Home Equity Loan Trust 2000-HE2
	 	 	61011	 	 	 	61011	 	 	Wells Fargo Bank Minnesota, N.A. f/k/a Norwest Bank Minnesota, N.A.
	2000-HE4

	 	GMACM Home Equity Loan Trust 2000-HE4
	 	 	61016	 	 	 	61016	 	 	Wells Fargo Bank, N.A.
	2001-HE2

	 	GMACM Home Equity Loan Trust 2001-HE2
	 	 	61019	 	 	 	61019	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-HE3

	 	GMACM Home Equity Loan Trust 2001-HE3
	 	 	61020	 	 	 	61020	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2001-HLTV1

	 	GMACM Home Loan Trust 2001-HLTV1
	 	 	61017	 	 	 	61017	 	 	The Bank of New York
	2001-HLTV2

	 	GMACM Home Loan Trust 2001-HLTV2
	 	 	61022	 	 	 	61022	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2002-HE1

	 	GMACM Home Equity Loan Trust 2002-HE1
	 	 	61024	 	 	 	61024	 	 	Wells Fargo Bank Minnesota, N.A.
	2002-HE3

	 	GMACM Home Equity Loan Trust 2002-HE3
	 	 	61026	 	 	 	61026	 	 	Wells Fargo Bank Minnesota, N.A.
	2002-HE4

	 	GMACM Home Equity Loan Trust 2002-HE4
	 	 	61028	 	 	 	61028	 	 	Wells Fargo Bank Minnesota, N.A.
	2002-HLTV1

	 	GMACM Home Loan Trust 2002-HLTV1
	 	 	61027	 	 	 	61027	 	 	JPMorgan Chase Bank, N.A. f/k/a Bank One, N.A.
	2003-HE1

	 	GMACM Home Equity Loan Trust 2003-HE1
	 	 	61038	 	 	 	61038	 	 	Wells Fargo Bank Minnesota, N.A.
	2003-HE2

	 	GMACM Home Equity Loan Trust 2003-HE2
	 	 	61039	 	 	 	61039	 	 	Wells Fargo Bank Minnesota, N.A.
	2004-HE1

	 	GMACM Home Equity Loan Trust 2004-HE1
	 	 	61041	 	 	 	61041	 	 	Wells Fargo Bank, N.A.
	2004-HE2

	 	GMACM Home Equity Loan Trust 2004-HE2
	 	 	61042	 	 	 	61042	 	 	Wells Fargo Bank, N.A.
	2004-HE3

	 	GMACM Home Equity Loan Trust 2004-HE3
	 	 	61044	 	 	 	61044	 	 	Wells Fargo Bank, N.A.
	2004-HE4

	 	GMACM Home Equity Loan Trust 2004-HE4
	 	 	61046	 	 	 	61046	 	 	Wells Fargo Bank, N.A.
	2004-HE5

	 	GMACM Home Equity Loan Trust 2004-HE5
	 	 	61047	 	 	 	61047	 	 	Wells Fargo Bank, N.A.
	2004-HLTV1

	 	GMACM Home Loan Trust 2004-HLTV1
	 	 	61045	 	 	 	61045	 	 	JPMorgan Chase Bank, N.A.
	2005-HE1

	 	GMACM Home Equity Loan Trust 2005-HE1
	 	 	61048	 	 	 	61048	 	 	Wells Fargo Bank, N.A.
	2005-HE2

	 	GMACM Home Equity Loan Trust 2005-HE2
	 	 	61049	 	 	 	61049	 	 	Wells Fargo Bank, N.A.
	2005-HE3

	 	GMACM Home Equity Loan Trust 2005-HE3
	 	 	61050	 	 	 	61050	 	 	Wells Fargo Bank, N.A.
	2006-HE1

	 	GMACM Home Equity Loan Trust 2006-HE1
	 	 	61052	 	 	 	61052	 	 	JPMorgan Chase Bank, N.A.
	2006-HE2

	 	GMACM Home Equity Loan Trust 2006-HE2
	 	 	61053	 	 	 	61053	 	 	JPMorgan Chase Bank, N.A.
	2006-HE3

	 	GMACM Home Equity Loan Trust 2006-HE3
	 	 	61054	 	 	 	61054	 	 	JPMorgan Chase Bank, N.A.
	2006-HE4

	 	GMACM Home Equity Loan Trust 2006-HE4
	 	 	61055	 	 	 	61055	 	 	JPMorgan Chase Bank, N.A.
	2006-HE5

	 	GMACM Home Equity Loan Trust 2006-HE5
	 	 	61056	 	 	 	61056	 	 	The Bank of New York Trust Company, N.A.
	2006-HLTV1

	 	GMACM Home Loan Trust 2006-HLTV1
	 	 	61051	 	 	 	61051	 	 	JPMorgan Chase Bank, N.A.
	2007-HE1

	 	GMACM Home Equity Loan Trust 2007-HE1
	 	 	61057	 	 	 	61057	 	 	The Bank of New York Trust Company, N.A.
	2007-HE2

	 	GMACM Home Equity Loan Trust 2007-HE2
	 	 	61058	 	 	 	61058	 	 	The Bank of New York Trust Company, N.A.
	2007-HE3

	 	GMACM Home Equity Loan Trust 2007-HE3
	 	 	61059	 	 	 	61059	 	 	The Bank of New York Trust Company, N.A.






Sched. II-F-1




 









 








Schedule II-G: None




Sched. II-G-1





 









 








SCHEDULE 5.01




CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT




     (a) This Agreement duly executed by the parties hereto;



     (b) The Note duly executed by the Borrowers;



     (c) The guarantee executed by ResCap;



     (d) Each Facility Document, duly executed by the parties thereto;



     (e) A certificate of a secretary or assistant secretary of each Borrower, each certifying the
names and true signatures of the persons authorized on such Borrower’s behalf to sign, as
applicable, this Agreement, the Notes and the other Facility Documents to be delivered by such
Borrower in connection herewith;



     (f) A certificate of a Responsible Officer of each Borrower, each certifying as to the
accuracy and completeness of each of the representations and warranties contained in each Facility
Document to which such Borrower is a party (except for representations and warranties made in
respect of specific mortgage loans) and as to the absence of Default under such Facility Documents
to which such Borrower is a party as of the Closing Date;



     (g) (i) The certificate of formation of RFC, duly certified by the Secretary of State of the
State of Delaware, as of a recent date acceptable to Lender, as well as a copy of its limited
liability company agreement, and (ii) a certificate of formation of GMAC Mortgage, duly certified
by the Secretary of State of Delaware, as of a recent date acceptable to the Lender, as well as a
copy of its limited liability company agreement;



     (h) A good standing certificate issued by the Secretary of State of the State of Delaware
certifying that RFC and GMAC Mortgage are duly organized and in good standing;



     (i) The filing of proper Financing Statements (Form UCC-1), naming each Borrower as debtor and
the Lender as the secured party, or other, similar instruments or documents, as may be necessary
under the UCC or any comparable law of all appropriate jurisdictions to perfect the Lender’s
interest in the Collateral;



     (j) Opinion of counsel for the Borrowers or in-house counsel to the Borrowers or ResCap
covering such matters as reasonably requested by the Lender;



     (k) [Reserved]; and



     (l) Receipt by the Lender of all fees due on or prior to the Closing Date as required under
the Agreement and any other fee letter entered into between the Lender and the Borrowers (including
the reimbursement of all reasonable expenses relating to due diligence performed by the Lender
prior to the Closing Date).




 









 








SCHEDULE 5.02




CONDITIONS PRECEDENT TO EACH LOAN




(including, with respect to paragraphs (b)-(e) inclusive,

to the automatic continuation of a Loan upon the conclusion of an Interest Period)




     (a) The Lender shall have received a duly executed copy of the Borrower Funding Request for
such Loan in accordance with Section 2.03;



     (b) The making of such Loan, and the application of the proceeds thereof, shall not result in
the Outstanding Aggregate Loan Amount exceeding the Commitment Amount;



     (c) The making of such Loan, and the application of the proceeds thereof, shall not result in
a Borrowing Base Deficiency;



     (d) On the applicable Funding Date, the following statements shall be true (and the Borrowers
by delivering such Borrower Funding Request shall be deemed to have certified that):



     (i) the representations and warranties set forth in Article VI are true and correct on
and as of such day as though made on and as of such day and shall be deemed to have been made on
such day (except to the extent any such representation or warranty is stated to relate solely to an
earlier date, in which case, such representation or warranty shall have been true and correct as of
such date);



     (ii) each Borrower is in compliance with all covenants set forth in Article VII;



     (iii) all conditions precedent to the making of such Loan have been satisfied;



     (iv) no Default has occurred and is continuing, or would result from such Loans; and



     (v) all of the Servicing Rights included in the most recently delivered Electronic File are
Eligible Servicing Rights, except for any non-qualifying Servicing Rights listed as such therein,
and all Recourse Servicing Obligations have been identified as such in a schedule attached to such
Electronic File.



     (e) The amount of the initial Loan shall be not less than $100,000,000; and



     (f) The Lender shall have received (i) with respect to the Initial Borrower Funding Request,
the Initial Electronic File; and (ii) with respect to any subsequent Borrower Funding Request, a
Subsequent Electronic File on or prior to time required by Section 2.03.




 









 








SCHEDULE 7.01(j)




GMAC LLC REQUIRED INVESTOR REPORTS




Monthly Master File Tape:




          Format to be agreed by Lender and Borrowers





 









 








SCHEDULE 11.02




NOTICES




The Borrowers:




Residential Funding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: Joseph Ruhlin

Phone: (952) 857-8508

Fax: (952) 857-4793

Email: joe.ruhlin@gmacrescap.com




With copy to:




GMAC Mortgage, LLC

c/o Residential Funding Company, LLC

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

Attn: Joseph Ruhlin

Phone: (952) 857-8508

Fax: (952) 857-4793

Email: joe.ruhlin@gmacrescap.com




With copy to:




Residential Capital, LLC

7501 Wisconsin Avenue

Suite 900

Bethesda, MD 20814

Attn: Hu Benton, Managing Director, VP and Associate Counsel

Phone: (301) 215-6320

Fax: (301) 664-6999

Email: Hu.Benton@gmacrescap.com




The Lender:




GMAC LLC

200 Renaissance Center

Detroit, MI 48265

Attn: David Walker, Group VP and Treasurer

Phone: (313) 656-5400

Fax: (313) 656-5401

Email: david.walker@gmacfs.com




Sched. 11.02-1




 









 





With copy to:




William B. Solomon, VP and General Counsel

Phone: (313) 656-6128

Fax: (313) 656-6124

Email: William.b.solomon@gm.com




Sched. 11.02-2




 









 








EXHIBIT 2.02(a)




NOTE




April 18, 2008




$750,000,000




     FOR VALUE RECEIVED, Residential Funding Company, LLC, a Delaware limited liability company
(“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC
Mortgage” and together with RFC, each a “Borrower” and collectively, the
“Borrowers”), promise to pay to the order of GMAC LLC (the “Lender”) on or before
the Loan Repayment Date the principal amount of SEVEN HUNDRED FIFTY MILLION DOLLARS ($750,000,000),
or such lesser amount as shall reflect the Outstanding Aggregate Loan Amount of the Loans (each as
defined in the Loan and Security Agreement referred to below) made by the Lender to the Borrower.



     The Borrowers further promise to pay interest on the unpaid principal amount of this Note from
time to time outstanding, payable as provided in the Loan and Security Agreement (referred to
below), at the rates per annum provided in the Loan and Security Agreement;
provided, however, that such interest rate shall not at any time exceed the maximum
rate permitted by law. All payments of principal of and interest on this Note shall be payable in
lawful currency of the United States of America at the office of the Lender as provided above or
such other address as the holder hereof shall have designated to the Borrowers, in immediately
available funds.



     The date, amount and interest rate of each Loan made by the Lender to the Borrowers, and each
payment made on account of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof; provided, that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrowers to make a payment when due of any
amount owing under the Loan and Security Agreement or hereunder in respect of the Loans made by the
Lender.



     This Note is the Note referred to in Loan and Security Agreement dated April 18, 2008 between
the Borrowers and GMAC LLC (the “Loan and Security Agreement”). Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan
and Security Agreement. Upon occurrence of any Event of Default, the principal hereof, and all
accrued interest thereon, may be declared or shall automatically become, due and payable pursuant
to the Loan and Security Agreement.



     The Borrowers agree to pay all the Lender’s costs of collection and enforcement (including
reasonable attorneys’ fees and disbursements of lender’s counsel) in respect of this Note when
incurred, including, without limitation, reasonable attorneys’ fees through appellate proceedings.



Ex 2.02(a)-1









 








     Notwithstanding the pledge of the Collateral, the Borrowers hereby acknowledge, admit and
agree that the Borrowers’ obligations under this Note are recourse obligations of the Borrowers to
which the Borrowers pledge their full faith and credit.



     The Borrowers, and any indorsers or guarantors hereof, (a) severally waive diligence,
presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this
Note, (b) expressly agree that this Note, or any payment hereunder, may be extended from time to
time, and consent to the acceptance of further Collateral, the release of any Collateral for this
Note, the release of any party primarily or secondarily liable hereon, and (c) expressly agree that
it will not be necessary for the Lender, in order to enforce payment of this Note, to first
institute or exhaust the Lender’s remedies against the Borrowers or any other party liable hereon
or against any Collateral for this Note. No extension of time for the payment of this Note, or any
installment hereof, made by agreement by the Lender with any person now or hereafter liable for the
payment of this Note, shall affect the liability under this Note of the Borrowers, even if the
Borrowers are not a party to such agreement; provided, however, that the Lender and the Borrowers,
by written agreement between them, may affect the liability of the Borrowers.



     Any reference herein to the Lender shall be deemed to include and apply to every subsequent
holder of this Note. Reference is made to the Loan and Security Agreement for provisions
concerning optional and mandatory prepayments, Collateral, acceleration and other material terms
affecting this Note.



     Any enforcement action relating to this Note may be brought by motion for summary judgment in
lieu of a complaint pursuant to Section 3213 of the New York Civil Practice Law and with respect to
this Note and waives any right with respect to the doctrine of forum non conveniens with respect to
such transactions.



     This Note shall be governed by and construed in accordance with the laws of the state of New
York without regard to conflicts of laws principles (but with reference to section 5-1401 of the
New York General Obligation law) whose laws the Borrowers expressly elect to apply to this Note.
Each party hereto hereby submits to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York for purposes of all legal proceedings arising out of or
relating to this Note. The Borrowers irrevocably waive, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum. The Borrowers hereby consent to process being served in any
suit, action or proceeding with respect to this agreement, or any document delivered pursuant
hereto by the mailing of a copy thereof by registered or certified mail, postage prepaid, return
receipt requested, to its respective address specified at the time for notices under the Loan and
Security Agreement or to any other address of which it shall have given written or electronic
notice to the Lender. The foregoing shall not limit the ability of Lender to bring suit in the
courts of any jurisdiction.



     The Borrowers hereby irrevocably waive any and all right to a trial by jury with respect to
any legal proceeding arising out of or relating to this Note.



Ex 2.02(a)-2









 





     IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its duly authorized
officer as of the day and year first above written.



	 	 	 	 	 
	 	Residential Funding Company, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GMAC Mortgage, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Ex 2.02(a)-3









 








EXHIBIT 2.03




FORM OF BORROWER FUNDING REQUEST




GMAC LLC

   as Lender

200 Renaissance Center

Detroit, MI 48265




          Attention: David Walker, Group VP and Treasurer




Ladies and Gentlemen:



This [Initial] Borrower Funding Request is delivered to you pursuant to [Section
2.03(a)]/[Section 2.03(b)] of the Loan and Security Agreement, dated as of April 18,
2008, (as the same may be amended, supplemented, restated or otherwise modified from time to time,
the “Loan Agreement”), between Residential Funding Company, LLC (“RFC”), and GMAC
Mortgage, LLC (“GMAC Mortgage” and together with RFC, the “Borrowers”), and GMAC
LLC (the “Lender”). Unless otherwise defined herein or as the context otherwise requires,
terms used herein have the meaning assigned thereto under Schedule I of the Loan Agreement.



The undersigned hereby requests that a Loan be made in the aggregate principal amount of $[•] on
[•], 200[•] to be secured by Servicing Rights.



An updated Electronic File, revised to reflect the acquisition of any additional Servicing Rights
purchased by the Borrowers since the most recently delivered Electronic File, has been delivered
pursuant to Section 2.03 of the Loan Agreement.



The undersigned hereby acknowledges that the delivery of this [Initial] Borrower Funding Request
and the acceptance by the undersigned of the proceeds of the Loan requested hereby constitute a
representation and warranty by the undersigned that all conditions precedent to such Loan specified
in Article V of the Loan Agreement have been satisfied and will continue to be satisfied
after giving effect to such Loan.



The undersigned further represents and warrants that attached hereto is a true and complete
description of any changes to the Servicing Contracts since the last date the undersigned delivered
a Borrower Funding Request.



Please wire transfer the proceeds of the Loan to the following account pursuant to the following
instructions:




Ex. 203-1









 








	 	 	 	 	 
	Residential Funding Company, LLC Wire Instructions:
	 

	 	Bank:
	 	 JPMorgan Chase, New York, NY
	 

	 	ABA:
	 	 021000021
	 

	 	Account:
	 	 Residential Funding Company, LLC
	 

	 	Account #:
	 	 5315476
	 

	 	Reference:
	 	 GMAC/RFC MSR
	 
	 	 	 	 
	GMAC Mortgage, LLC Wire Instructions:
	 

	 	Bank:
	 	 Wachovia Bank, Philadelphia, PA
	 

	 	ABA#:
	 	 031-201-467
	 

	 	Beneficiary:
	 	 GMAC Mortgage Corporation
	 

	 	Account #:
	 	 2100012764397
	 

	 	Reference:
	 	 GMAC/GMACM MSR






     The undersigned has caused this [Initial] Borrower Funding Request to be executed and
delivered, and the certification and warranties contained herein to be made, by its duly authorized
officer this [•] day of [•], 200[•].



	 	 	 	 	 
	 	Residential Funding Company, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GMAC Mortgage, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Ex. 203-2









 






	 	 	 	 	 



Acknowledged and agreed:




GMAC LLC




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:	 	 







Ex. 203-3









 








EXHIBIT 2.04(a)




FORM OF BORROWING BASE REPORT




Date of loan tape: [Date]


Date of valuation: [Date]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	GMAC Mortgage, LLC	 	Residential Funding Company, LLC	 	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Loan	 	 	 	 
	  Eligible Servicing Rights	 	Loan Count	 	UPB	 	Book Value	 	Loan Count	 	UPB	 	Book Value	 	Count	 	UPB	 	Book Value
	First Lien Agency-GNMA
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	First Lien Private\Whole
Loan\Securitized
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	Home Equity Private\Whole
Loan
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	Home Equity Securitizations
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	PMSR Whole Loan
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	PMSR Securitizations
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	MMSR Whole Loan
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	MMSR Securitizations
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	[Other]
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 	 	 	0	 	 	$	0.00	 	 	$	0.00	 
	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Available	 	Available
	 	 	 	 	 	 	 	 	 	 	Collateral	 	Advanced	 	Amount	 	Borrowing
	 	 	 	 	 	 	Attributed	 	Value (B.V.	 	Outstandings	 	as of	 	Base as of
	            GMAC Mortgage, LLC	 	Book Value	 	Rate	 	x A.R.)	 	as of [date]	 	[date]	 	[date]
	Eligible Servicing Rights
	 	$	0.00	 	 	 	50.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Eligible Assets)
	 	$	0.00	 	 	 	85.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Treasury Bills)
	 	$	0.00	 	 	 	98.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Treasury Notes)
	 	$	0.00	 	 	 	95.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Treasury Bonds)
	 	$	0.00	 	 	 	92.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	 	 	 
	Total Borrowing Base
	 	$	0.00	 	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 	 	n/a	 	 	$	0.00	 
	 	 	 






Ex. 2.04(a)-1





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Available	 	Available
	 	 	 	 	 	 	 	 	 	 	Collateral	 	Advanced	 	Amount	 	Borrowing
	 	 	 	 	 	 	Attributed	 	Value (B.V.	 	Outstandings	 	as of	 	Base as of
	   Residential Funding Company, LLC	 	Book Value	 	Rate	 	x A.R.)	 	as of [date]	 	[date]	 	[date]
	Eligible Servicing Rights
	 	$	0.00	 	 	 	50.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Eligible Assets)
	 	$	0.00	 	 	 	85.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Treasury Bills)
	 	$	0.00	 	 	 	98.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Treasury Notes)
	 	$	0.00	 	 	 	95.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Additional Collateral (Treasury Bonds)
	 	$	0.00	 	 	 	92.00	%	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	 	 	 
	Total Borrowing Base
	 	$	0.00	 	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 	 	n/a	 	 	$	0.00	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Available	 	Available
	 	 	 	 	 	 	 	 	 	 	Collateral	 	Advanced	 	Amount	 	Borrowing
	 	 	 	 	 	 	Attributed	 	Value (B.V.	 	Outstandings	 	as of	 	Base as of
	                Total of Borrowers	 	Book Value	 	Rate	 	x A.R.)	 	as of [date]	 	[date]  (2)	 	[date]
	Eligible Servicing Rights
	 	$	0.00	 	 	 	50.00	%	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Additional Collateral (Eligible Assets)
	 	$	0.00	 	 	 	85.00	%	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Additional Collateral (Treasury Bills)
	 	$	0.00	 	 	 	98.00	%	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Additional Collateral (Treasury Notes)
	 	$	0.00	 	 	 	95.00	%	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Additional Collateral (Treasury Bonds)
	 	$	0.00	 	 	 	92.00	%	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 	 	 
	Total Borrowing Base (1)
	 	$	0.00	 	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 	 	 








 




			
	(1)	 	No more than 50% of Borrowing Base shall consist of Additional Collateral.
	 
	(2)	 	Not to exceed Commitment Amount of $750,000,000.00.





Ex. 2.04(a)-2





 









 







EXHIBIT 2.04(b)




BORROWING BASE CERTIFICATE




GMAC LLC,

             as Lender

200 Renaissance Center

Detroit, Michigan 48265

Attention: David Walker, Group VP and Treasurer

Facsimile No.: (313) 656-5401




Re: Residential Funding Company, LLC, and GMAC Mortgage, LLC




Gentlemen and Ladies:




     This Borrowing Base Certificate is delivered to you pursuant to [Section
2.04(a)]/[Section 2.04(b)] of the Loan and Security Agreement, dated as of April 18,
2008, among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”),
and GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC Mortgage” and together
with RFC, each a “Borrower” and collectively, the “Borrowers”); and GMAC LLC, as lender (in
such capacity, the “Lender”). Unless otherwise defined herein or the context otherwise
requires, capitalized terms used herein have the meanings provided in the Loan Agreement.


The Borrowers hereby certify a Borrowing Base of $[•]



The Borrowers have caused this Borrowing Base Certificate to be executed and delivered, and the
certification and warranties contained herein to be made, this [•] day [•], 2008.




	 	 	 	 	 
	 	Residential Funding Company, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GMAC Mortgage, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT 2.08(a)




FORM OF REPAYMENT NOTICE




[•], 200[•]




TO: The Lender as defined in the Loan Agreement referred to below





     Reference is hereby made to the Loan and Security Agreement, dated as of April 18, 2008 (as
heretofore amended, the “Loan Agreement”), between Residential Funding Company, LLC
(“RFC”), and GMAC Mortgage, LLC (“GMAC Mortgage” and together with RFC, the
“Borrowers”), and GMAC LLC (the “Lender”). Capitalized terms not otherwise defined
herein are used herein as defined in the Loan Agreement.



     The Borrowers hereby notify you that, pursuant to Section 2.08[(a)/(b)] of the Loan
Agreement, it shall make a repayment of the Loans outstanding under the Loan Agreement to the
Lender on [•], 200[•] in the amount of $[•].



     Also included in the repayment amount shall be accrued and unpaid interest, [Breakage Costs
(as determined by the Lender and provided to the undersigned) and other amounts due and owing to
the Lender] in the amount of $[•].



Ex. 2.08(a)-1




 









 





     The undersigned has caused this Repayment Notice to be executed and delivered by its duly
authorized officer this [•] day of [•], 200[•].



	 	 	 	 	 
	 	Residential Funding Company, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GMAC Mortgage, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Ex. 2.08(a)-2




 









 








EXHIBIT 2.08(b)




FORM OF PREPAYMENT NOTICE




[•], 200[•]




TO: The Lender as defined in the Loan Agreement referred to below





     Reference is hereby made to the Loan and Security Agreement, dated as of April 18, 2008 (as
heretofore amended, the “Loan Agreement”), between Residential Funding Company, LLC
(“RFC”), and GMAC Mortgage, LLC (“GMAC Mortgage” and together with RFC, the
“Borrowers”), and GMAC LLC (the “Lender”). Capitalized terms not otherwise defined
herein are used herein as defined in the Loan Agreement.



     The Borrowers hereby notify you that pursuant to and in compliance with Section 2.09
of the Loan Agreement, it shall make a prepayment of Loans outstanding under the Loan Agreement on
[•], 200[•] in the amount of $[•].



     Also included in the prepayment amount shall be accrued and unpaid interest, [Breakage Costs
(as determined by the Lender and provided to the undersigned) and other amounts due and owing to
the Lender] in the amount of $[•].



Ex. 2.08(b)-1




 









 





     The undersigned has caused this Prepayment Notice to be executed and delivered by its duly
authorized officer this [•]day of [•], 200[•].



	 	 	 	 	 
	 	Residential Funding Company, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GMAC Mortgage, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Ex. 2.08(b)-2





 









 








EXHIBIT 4.08




ELECTRONIC FILE INFORMATION




To be agreed by Lender and Borrowers





 









 








EXHIBIT 7.01




FORM OF COMPLIANCE CERTIFICATE




GMAC LLC
   
as Lender

200 Renaissance Center

Detroit, MI 48265





     Re:                       Reporting Date



     Reference is made to the Loan and Security Agreement (the “Loan Agreement”) dated as
of April 18, 2008 as now in effect by and between Residential Funding Company, LLC (“RFC”),
and GMAC Mortgage, LLC (“GMAC Mortgage” and together with RFC, the “Borrowers”), and GMAC
LLC (the “Lender”). Terms defined in the Loan Agreement and not otherwise defined herein
are used herein as defined in the Loan Agreement.



     Pursuant to Section 7.01(i) of the Loan Agreement, the Borrowers are furnishing to you
herewith (or have most recently furnished to you) the financial statements of each Borrower for the
fiscal period ended as of the reporting date shown above (the “Reporting Date”). Such
financial statements have been prepared in accordance with generally accepted accounting principles
and present fairly, in all material respects, the financial position of each Borrower covered
thereby at the date thereof and the results of its operations for the period covered thereby,
subject in the case of interim statements only to normal year-end audit adjustments and the
addition of footnotes.



     Each of the undersigned Responsible Officers of the Borrowers has caused the provisions of the
Loan Agreement to be reviewed and certifies to the Lender that: (a) the undersigned has no
knowledge of any Default or Event of Default, (b) attached hereto as Schedule 1 are the
computations necessary to determine that the relevant Borrower is in compliance with the provisions
of the Loan Agreement as of the Reporting Date referenced thereon, and (c) to the best of the
undersigned’s knowledge no event has occurred since the date of the most recent financial
statements upon which such covenant compliance was calculated that would cause the relevant
Borrower to no longer be in compliance with said provisions.



     The statements made herein (and in the Schedules attached hereto) shall be deemed to be
representations and warranties made in a document for the purposes of Section 6.01(j) of
the Loan Agreement.



Ex. 7.01-1




 









 





     IN WITNESS WHEREOF, the undersigned Responsible Officer of the Borrowers have set [his/her]
hand this [•],200[•].



	 	 	 	 	 
	 	Residential Funding Company, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GMAC Mortgage, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Ex. 7.01-2




 









 








SCHEDULE I

To Form of Compliance Certificate




Tangible Net Worth of ResCap (Section 8.01(j)):





     As of the close of business for the calendar quarter ended                      the minimum consolidated
tangible net worth of ResCap is                     .